Mutant Web
by DrkMgcn
Summary: Spider-Man, X-Men:Evo crossover. The Xavier Institute gets a new student with some 'amazing' abilities. Rating is just in case. R&R. Takes place in an altered Evolution Season 2.
1. Disillusioned Hero

A blonde teenage girl stood on top of the George Washington Bridge's suspension tower. She looked over her shoulder, a hint of sadness in her crystal blue eyes, and fell to the river below. High-pressured winds blew past her, ruffling her golden hair and denim jacket and skirt. A thin string fired from the air and tightly wrapped itself around her leg and was given a firm yank.

She suddenly went limp, the line snapped, and she plunged into the green and murky Hudson River. A chilling laugh seemed to come from the depths of water.

* * *

Peter Parker slowly opened his eyes and sat up in his bed, covers and bedding strewn everywhere. He let out a depressed sigh and got out of bed when his messy room came into sharp focus. He groaned slightly as he walked to the bathroom and ran the shower. 

"That stupid dream again," he muttered.

After a quick shower, he decided he should at least get dressed. His Aunt May made it clear yesterday that moping about the house in his unwashed pajamas for three days was more than enough. Peter threw on a dark blue shirt. He then threw a red, open-buttoned Hawaiian shirt on top of it.

Next, he put on a pair of faded jeans, followed by a pair of red broken-in Nike basketball shoes. Aunt May never understood why he spent all that money on those athletic shoes since he never played any sports. Peter had his reasons for choosing his footwear, but he was never entirely sure how to break it to his elderly aunt that he could stick to the walls.

Peter than slumped back on his bed and looked over at his alarm clock. He then checked his watch on the alarm clock, his cell phone clock, and the replica Colorado atomic clock mounted on the far wall.

"Quarter to six…on a Sunday," Peter said. "Imagine that." He then looked out his window to the house next door. The shades were drawn closed, but a small light was visible. "You were right, MJ. I did hit the jackpot…I just wasn't smart enough to hold onto it."

He picked up a picture frame on the nightstand next to his desk and grinned slightly. Inside was a picture of him and an attractive redhead hanging onto each other at an amusement park. He put it down next to another picture, one of him and a blonde in a similar position but on a boardwalk.

"I better call Matt before I decide to do something stupid." Peter picked up his cell phone and punched in a speed dial number.

"You have reached the home of…" a female computer voice said.

"Matt Murdock," a male voice said.

"If you would like to…" began the computer voice again.

"Leave a message…" the male voice added.

"Please do so…"

"After the beep."

_Beep._

"Hey Matt, it's Pete," Peter said. "Fist off, get a new answering machine. Second, I need you're advice, but not in the lawyerly way. Call me back when it's most convenient to you, Horn-head." Peter hit the END button and stuck the phone in his pocket. "Must be gettin' ready for church… or Elektra's back in town."

* * *

"C'mon, Kurt, just a few more blocks," Scott Summers said to his dozing friend. 

Kurt Wagner tried desperately to keep his eyes open as he and Scott cruised the streets of Manhattan in Scott's red convertible.

"Scott, when you said we'd be taking in the sights of the city, I didn't think you meant so early in the morning!" Kurt said in his thick German accent, between yawns.

"Well, Kurt, since Logan decided not to run us ragged in the Danger Room because of the teacher strike, I figured this would be cool," Scott explained.

"_Ja_, but at _dawn_?" Kurt asked, slightly agitated. "Not even Logan gets up this early."

Over the past few days, the teacher's of a New York City area high school got into a dispute that resulted in the district being shut down for a few days. No one really knew what the strike was about but it eventually spread across the state and taking drastic measures, the superintendent decided to close down the New York State school districts to better handle the demands of the teachers. Oddly enough, neither teacher nor student objected to it.

They were currently stopped at a red light. Kurt turned on the radio and loud music began blaring over the speakers. According to the brief announcement by a D.J. it was some type of extreme station but to Scott, it sounded like white noise played at too high a level.

"Find a better station or turn it off!" Scott shouted over the noise coming from his radio.

"No way, man!" Kurt objected, yelling as well. "This is cool!"

The sound of a loud horn honking caught their attention, and Scott slammed down on the accelerator, thinking the light turned green. They tore through the intersection and nearly ran into a blind man at the crosswalk.

"Sorry," Scott said, turning the radio off. "You all right?"

"I'm fine," the blind man said curtly. "I think you need to get your eyes checked."

Scott chuckled sheepishly and threw the car into reverse. Ignoring the stares of the other motorists, he managed to clear out of the intersection and go down the road.

"A guy can't even get outta five o'clock mass these days without getting run-over," Matt Murdock muttered to himself and went on his way.

Scott rounded a corner and parked in an alley. Scott was sweating by this time and Kurt was laughing uncontrollably.

"You are in so much trouble!" Kurt exclaimed. "The Professor's gonna take your car away!"

"Shut up, Kurt!" Scott said. "You're not telling anybody about this."

"And what makes you say that?"

"You do and I tell Kitty who threw her chocolate chip cookies away."

Shock came across Kurt's face. "You wouldn't!"

"Wanna take that chance?"

"All right, I won't say anything."

* * *

Peter stood on the top of one of the towers that supported the George Washington Bridge. He loud out a loud sigh and hung his head. 

"With great power comes great responsibility," he said to the murky water below. "Well, Uncle Ben, you never told me what to do should they collide…and who would get hurt in the crossfire."

Having been deemed a superhero in a few tabloids, and a masked menace in another, for a little over a year gave Peter Parker an interesting level of anonymity. As his costumed guise as the "Amazing Spider-Man," he was free from the restraints of being a straight-A high school student, but the recognition of his deeds were only counted in supermarket tabloids and regarded as either an urban myth or masked menace by the _Daily Bugle_. Only two people knew of this, another in the costumed-hero business, also of equal anonymity, and a government agent that only regarded him as a unique specimen. He wasn't sure what the agent really wanted with him, but he knew it couldn't be good.

Peter looked down the tower and saw that some of it had been recently repaired, as indicated from the large welding marks that ran from the top of the water to almost half way up.

_Getting chased by the schizoid father of your ex-best friend will do that_, Peter thought. "Farewell, Gwen. Sorry I couldn't save you."

He took a quick look around the bridge and saw that no else was around at this time, being real early in the morning on a Sunday. He knew no one saw him this far up but it was out of habit than anything else. He exhaled deeply and tumbled back. He then executed a series of back flips and landed with almost no injury on the almost empty bridge. He slowly walked down the bridge, feeling a slight pain in his thigh, passing a few cars on their way out of the city.

* * *

"Hop to it, Kurt!" Scott said. "We have to meet the others in Central Park in a few hours." 

"And why aren't we driving there?" Kurt asked, his lungs ready to explode from having to jog from a parking garage ten blocks away.

"It's better for you, and besides, gotta get those burgers out of your system somehow," Scott explained, before jogging off again.

Kurt rolled his eyes and followed after. He suddenly had a devilish idea but thought better of it.

_Don't want to end up on the news,_ he thought and picked up the pace.

It was around 10:00 by the time Scott and Kurt managed to jog to Central Park. Scott sat down on a nearby bench, sweat streaming from his face. Kurt dropped by him a minute later, his face flushed.

"Like, what happened to you two?" said a voice.

Kurt and Scott craned their heads and saw Kitty Pryde approach them. It took a while to register it was her, since she decided not to wear her hair in its usual ponytail.

"_We jogged!_" Kurt exclaimed, staring at Scott.

"Don't…you feel better?" Scott replied between raspy breaths.

Kurt's stomach growled in response, causing Kitty to giggle.

"We have everything set up, unless you guys want to stay here and sweat," Kitty said. The boys groaned as they got to their feet and followed Kitty down a path. "I didn't think so."

* * *

Flash Thompson sat on the hood of the sports car his father bought him for making Midtown High's Football MVP. In the back and passenger seats were two of his teammates. 

"Hey Sanchez, toss me a beer," Flash ordered.

"I dunno, man, won't we get in trouble?" Derek Sanchez, the star running back, inquired. "What happens if the cops catch us?"

"And what if they don't?" Flash countered. "Then we would've missed on a prime opportunity to get toasted."

"Can't argue with that logic," Stan Lawrence, the starting defender, said.

Sanchez groaned and tossed Flash a beer can. The quarterback popped it open and began to chug it. The guys cheered him on and shouted loudly when Flash crushed the empty can against his forehead.

"_Who's the man?!_" Flash shouted.

"_You the man!_" the others replied.

The cheering than faded away when something caught Flash's eye. It was a guy dressed in red and blue walking into Central Park.

"Parker," Flash said. "This is gonna be good."

* * *

Kurt stuffed his face with chips, pork rinds, and French fries. Rogue stared at the spectacle before her, occasionally shaking her head. 

"I cannot believe you can put all that away and not get sick," she said in her Mississippi accent. "That _must_ a mutant power or somethin'."

"Yeah, the ability of having a bottomless stomach," Kitty added. She and Rogue then exchanged high-fives.

"Hey, don't make fun!" Kurt said with a mouthful of food. "Got to carbo-load after what _he_ put me through!"

"Kurt, I said I was sorry," Scott replied, tending to a portable barbecue. "What more do you want from me?"

"Give me a minute; I'm sure I can think of something." Kurt went back to eating the junk food spread before him.

Scott chuckled and flipped over a few burgers. He wasn't much for spontaneity, but when Jean called him up to have a small picnic in Central Park, he had to go for it. After all, Duncan Matthews wasn't around and he and Kurt needed something else to do instead of cruising around the city. Jean was currently getting a few extra supplies out of the black van the others came in. Scott was a little surprised that Rogue decided to tag along. Usually she doesn't go for group activities.

"Are those burgers done _yet_?" Kurt whined.

"No!" Scott said. "They'll be done, when I say they're done!"

Loud whooping and cheering interrupted the quietness of the park and the teens looked around and saw a group of jocks run by, chasing some guy dressed in red and blue.

"C'mon, guys, can't we talk about this?" they heard a voice say a few yards away.

"No way, nerd boy!" shouted another voice, one that seemed eerily similar to Duncan Matthews'.

"Should we, like, check it out?" Kitty asked.

Scott turned down the fire on the grill. "Kurt, get Jean, then meet us on the other side of the park."

"You got it." Kurt then disappeared in a puff of black smoke.

"Let's move," Scott said to the others. "Could be a mutant."

* * *

Peter was a deer caught in the headlights as Flash Thompson and the rest of his starting line-up cornered him against a tree. He looked around and saw no one else was in the park. 

"Come on, Flash, can't we talk about this?" Peter pleaded.

"No way, geek wad!" Flash shouted. "M.J. said I had to be nice to you, but I don't see her around. Do you?"

"She's dating _him_?" Peter asked himself. "My karma sucks."

The football jocks yelled and charged. Peter expertly dodged their punches, but he dared not to counterattack. With his luck, he'd get in trouble for throwing the first punch. The three jocks circled him, cracking their knuckles. They shouted and their fists came from three sides. Peter rolled his eyes and ducked. Their knuckles collided and the team recoiled in pain. Peter stood up and walked away.

"Don't you turn your back on me, Parker!" Flash yelled and charged.

Peter sighed and executed a flawless back flip over the jock. Flash tumbled forward and ran into a bench. He groaned slightly and fell to the ground. Peter than turned to face the other two.

"Well, I'm waiting," Peter warned.

"Let's get outta here, man," Sanchez said to Lawrence.

"Yeah," Lawrence replied. "My dad always said not to pick on anybody weirder than me."

The football jocks quickly beat a hasty retreat. Peter waved them good-bye and checked his watch. A couple yards away, a small crowd had gathered.

"Guess he didn't need our help, after all," Jean commented. "Nothing overtly mutant about this guy."

"Well, I can afford to be wrong once in a while," Scott admitted.

"Uh, Scott?" Rogue said.

"Yeah?" Scott asked.

The Southern Goth simply pointed and Scott saw the guy in red and blue scale an old tree with his bare hands. He took a look around, expertly balancing on top of a swaying branch, and leapt from it, landing on a nearby picnic table. Amazingly, the table didn't break and the guy seemed unfazed from it. He got off the table and then ran off at an unnatural speed.

"You guys saw that, right?" Scott asked his friends.

"Uh-huh," they replied in mild shock.

They slowly approached the tree the guy just climbed. The only evidence of him being on it were the scuff marks from his shoes. Rogue examined the ground around the base of tree. She saw the guy flip onto the trunk and was hoping he left something behind.

"Found something!" she called out, picking up a wallet. The others gathered around as she took out an ID card. "I think Mr. Parker needs to get pants with better pockets."


	2. Recruitment Efforts

The X-Men huddled around their cleaned-up picnic table. Kurt was trying to finish off the rest of the chips, but stopped when his stomach groaned. 

"I don't feel so good," he said, overcome with nausea. He then ran to a nearby trashcan and the others decided to look away.

"So, do we, like, tell the Professor?" Kitty asked.

"And tell him what?" Scott said. "We saw a guy scale a tree and complete the fifty-yard dash in under a minute. We need a stronger case to bring to him."

"We could always get proof," Jean suggests.

The remaining X-Men around the table looked at each other in turn and smiled and nodded in agreement.

* * *

Peter leapt across the buildings that decorated downtown Manhattan. He would have preferred to swing through the sky, but he unfortunately left his web-shooters at home. 

"Matt is right," he mumbled. "Two months was too long for me to be outta this. Whew! I really need to get back into shape."

He then took a running leap, avoiding a couple air conditioner units, and his hands clasped hard onto a brick wall of the next building over. A bright flash got his attention as he began to crawl up it.

"Must be seeing things," Peter muttered as he got to the top of the building.

* * *

"Did you get it?" Scott asked Kitty, who was currently hiding in the backseat of his convertible. 

"Oh, yeah," Kitty replied.

She showed Scott an image from her digital camera showing Peter Parker effortlessly scaling a brick wall. She scrolled through a few images, showing him leaping across buildings and executing unnatural acrobatic maneuvers.

"Better call the others and tell them what we got," Scott said, turning his car engine on.

* * *

Professor Charles Xavier inhaled deeply as he calculated the situation before him. The synapses of his brain seemed to be firing on all cylinders as he thought through every possible outcome, and with the aid of his mutant psychic abilities, he came to a thorough conclusion. 

"Checkmate," he declared as he maneuvered his queen to block his opponent's king from moving.

"Good game, Charles," the blue-furred, ape-like Hank McCoy said. "Of course you realize this means I have to beat you at a game of Trivial Pursuit."

"You can try." Whatever else Xavier was to tell his colleague had to wait. He detected a presence behind his office door. "Come in, Scott."

Scott entered in his X-Man uniform, having just finished a Danger Room session since he and the others got back from the city. "Professor, I have something to tell you."

"All right, I'm listening," Xavier replied.

He clasped his hands together and prepared to listen. The telepathic mutant listened intently as Scott told him everything about a possible mutant that showed acrobatic prowess on par with Kurt and could effortlessly scale sheer surfaces that even the teleporting mutant had trouble with.

"Scott, are you absolutely sure on this?" Xavier asked.

"Here's my proof, Professor," Scott said, tossing a series of digital pictures on the Professor's chess board.

"Does this young man have a name?"

Scott then pulled out an expired driver's permit from his belt and handed it to him.

"Peter Parker," Xavier said. "If he is indeed a mutant, I intend to find out why he's managed to evade Cerebro."

"That's a good idea, Professor," Hank added. "But I think we need to handle this delicately. After all, the young man is obviously aware of his powers and may not be all that thrilled about having to hide them."

"You're right, Hank," Xavier sighed. "I also fear that if we don't get to him first, someone else might. Scott, contact Wolverine and tell him to come home. I may need his help for this when we interview the young man tomorrow."

"You got it, Professor," Cyclops said with a salute and walked out of the office.

Xavier analyzed the picture on the ID and found it slightly odd that this Peter Parker shared a few similar facial features with Scott and simply chalked it up to a strange twist of fate

* * *

Peter wandered out to the backyard, as usual, on a Sunday night to toss an overflowing garbage bag into a rusted garbage can just outside the house. He sighed as he dropped the bag in, the smell of rotten eggs seeming to pour of it. 

"Good thing I skipped on that omelet this morning," he muttered.

He took a quick look around the small backyard and his eyes settled on the 1974 Oldsmobile resting in the makeshift garage on the other side. His Uncle Ben loved that car and he often wondered when Aunt May would sell it to pay the bills.

Loud shouting from the house next door took Peter out of his reminiscing. The backdoor opened and Mary Jane Watson came barreling out. She sighed as she leaned against the fence that separated the Watson house from the Parkers'.

"Routine, isn't it?" Mary Jane asked hypothetically. "You take out the trash, Philip says something about Madeline's cooking, she yells back, they fight, and I run out here to complain to you."

Peter always found it a bit odd that M.J. referred to her parents by their first names but decided not to ask her about it. From what he had seen from Philip and Madeline Watson wasn't the exact picture of a happy family, even before M.J.'s sister, Gayle, moved out.

"Perhaps, but do you think it would work the other way around?" Peter asked.

Mary Jane shook her head. "No way. You'd run up to your room, slam the door, and not come out till it was time for school."

"You know me too well, M.J.," Peter chuckled.

Mary Jane's voice suddenly became solemn. "At least, I thought I did. I really am sorry about what happened to Gwen but you have to at least _attempt_ to move on. I mean, we tried to give it a shot after…_that_, but you were never the same."

Peter sighed. "Yeah, I know what you mean. So, how are things with Flash, now that you two are dating?"

M.J. suddenly had a puzzled look on her face. "Who said we were dating?"

Peter now shared an expression of equal confusion. "Big guy, red hair, wears a letterman jacket? Doesn't like to be called by his real name?"

"He said that, did he?" M.J. said.

"Yeah, as he and his starting line-up tried to knock my lights out," Peter replied dryly.

"Guess I need to have a talk with _Eugene_," M.J. said.

The two teens shared a laugh at the knowledge of Flash Thompson's real name.

"Well, he has been a bit dilusional since Liz dumped him," Peter stated.

"Yeah," Mary Jane agreed. "I hope she's doing all right."

The shouting inside the Watson house intensified and then immediately quieted down after the sound of a vase, an apparently expensive one, being dropped on the floor.

"I gotta go, Tiger," the redhead said. "See ya 'round?"

"Yeah, see ya," Peter replied.

Mary Jane smiled weakly and ran back into her house. After a few minutes, Peter walked to the backdoor of his house.

"If she's not with Flash, then that means…I still got a chance!" Peter exclaimed. "Whoo-hoo!"

He then went in, feeling the happiest he ever felt in two months. He hoped nothing would ruin this, but unfortunately, he did not know what would wait in the coming morning.

* * *

When Monday morning rolled around, the teacher strike was still in effect, or that's what the school district said in the _New York Times_. They had hoped to have it cleared up by Wednesday. 

A black limo pulled up across the street from the Parker house at around 6 a.m. Professor Charles Xavier was busy in the backseat going over a list of printed material that Hank McCoy had provided him with. The list comprised of various little tidbits of information on Peter Parker. According to his school records, he has a perfect attendance record, straight-A's, and in the running for valedictorian at his high school. Xavier didn't really care much for that, for he was looking for any sign of when his abilities activated.

When he couldn't find anything, he sighed in defeat. The backseat opened and a wheelchair ramp extended out to the street and he wheeled himself out. The driver, a rugged-looking man clad in a black shirt and faded jeans, stepped out and swore when his snakeskin boots came in contact with a puddle just outside the car door.

"These were brand-new too," Logan muttered. "This better be worth it, Chuck, 'cause I don't like gettin' my boots dirty for nothin'."

"I assure you, Logan, it will be worth it," Xavier assured.

He wheeled himself up to the Parkers' porch and found himself stuck since the porch has no easy wheelchair access. A few minutes passed and Xavier was lifted off the ground by Logan with a hefty grunt.

"Thank you, Logan," Xavier said, as he was being lowered in front of the door. He then rang the doorbell and an elderly woman immediately answered the door.

"Yes, can I help you?" the woman asked.

Xavier cleared his throat. "I hope so. My name is Professor Charles Xavier, this is Mr. Logan, and I was wondering if I could perhaps speak to a Peter Parker that lives here."

"Oh, I'm sorry, Mr. Xavier, but unfortunately, my nephew is currently not here," May Parker said. "He left early this morning, for an errand of some sort."

"Do you know when he'll be back?" Xavier asked.

"If I knew that, I'd be psychic."

Xavier smiled slyly. "Yes, and it's a shame that most parents aren't."

* * *

Peter watched the street below from his high-up vantage point on top of a Stark Enterprises office building. He was currently dressed in a red sweatshirt and blue sweatpants, and his gray-and-red-gloved hands grasped a pair of tinted visor-style snowboarding goggles. It wasn't his usual costume, which he hadn't worn since his girlfriend died, but he figured no one would be able to recognize him by his hair alone. 

"Penny for your thoughts, Spider-Man?" asked a male voice from behind him.

"Hey Matt," Peter replied, putting his goggles on.

He stood up and faced his friend, Matt Murdock, the blind lawyer from Hell's Kitchen. He was clad in a red leather costume that came with a helmet-style mask with horns and a DD emblem on his chest.

"Went back to the basic red, I see."

"I chose 'Daredevil' for a reason, web-slinger," the blind lawyer stated. "After all, the black and red combo felt more along your lines."

"Those were the days, weren't they?" Peter said wistfully. "How are things between you and Elektra?"

The blind man's eyes visibly rolled. "Why is it whenever we meet you _have_ to ask about her?"

"Because you have a girlfriend and I don't," Peter answered.

"Oh. Right. She's fine but she'll be going back to Greece by the end of the week. Speaking of which, how are things between you and Mary Jane?"

"I still got a shot," Peter responded with a wide smile. "The universe loves me!"

"You say that now, Web-head, but just you wait," Daredevil warns. "Just remember, life has its ups and downs."

"Yeah, and with great power comes great responsibility."

"Speaking of which, I gotta get to court or else leave Foggy to fend off the wolves by himself." Daredevil brandished a billy club from his holster and pressed a button. The top section of the club disengaged itself with powerful force, trailing a steel cable into the distance. "See ya, Pete."

The blind man jumped from the building and sailed through the air. Peter waved to his friend before choosing a different direction. A nylon-like substance launched itself from Peter's wrist and caught on the next building over. He then fell from the building and swung out over the city, letting out an excited shout.

* * *

Peter, having ditched his sweats for more conventional clothing, opened the door to his house and found Aunt May sitting in the living room talking to a bald guy in a wheelchair. There was another man, one that looked ready to tear the place apart from the way he was puffing on his cigar. 

"Ah, Mr. Parker," the man in the wheelchair said. "So good to finally meet you."

After hearing the man speak, Peter suddenly found himself reminded of Patrick Stewart.

"Peter, this is Professor Charles Xavier," Aunt May explained, "and he runs a school for gifted young people. And this is Mr. Logan. What exactly is it you teach, Mr. Logan?"

"Art," Logan replied gruffly.

"Gifted how?" Peter asked, trying to keep his nervousness down.

"Sit down and we'll talk about that," Xavier stated.

Peter nervously scanned from Xavier to Aunt May to Logan and finally took a seat on the old couch by the wall.

"Now, then, as I was telling your aunt, I run a school for exceptional young people and I would like you to join," Xavier explained.

"O-kay," Peter said, letting the information wash over him. "Just out of curiosity, where exactly is this school?"

"Bayville," Xavier answered flatly.

"Bayville?" Peter repeated. "Never heard of it."

"It's about an hour or so away from here so it wouldn't be too far from your aunt," Xavier stated. "Of course, you'd have to live at my school with the other students."

"Why, that sounds wonderful," Aunt May said. "Peter could certainly do with more friends."

"I got friends," Peter said defensively.

"The only 'friend' of yours I've seen lately is that 20-something blind man and you should be with people of your own age, even if Harry is in rehab. Besides, you were never the same after what happened between you and Gwen."

Peter exchanged a quick glimpse from his aunt to Xavier. "I'll tell you this, Professor. If I decide to go to your school, you better have a couple of good reasons, because if you don't, I'm stayin'.

* * *

Peter Parker's room for nearly 17 years, which had been disheveled for just as long, was packed away in a series of cardboard boxes that littered the floor. His red and blue shirt was stained with sweat, the result of the house's heater not working properly. Plus, he had nothing better to do on a Monday off from school. 

"'I'm your aunt, you need to be with your peers, and I say so'," Peter said in a mocking voice as he stashed the last of his clothes into a duffle bag. "Maybe I'm looking at this all wrong. No more Flash, no more sadistic bus driver that refuses to stop for me…but no M.J."

He slumped onto his now-stripped bed and picked up a red-and-blue costume by his side. It had a series of cuts and nicks, mostly around the knuckles, and a section of the left leg had been ripped apart. One of the eyes in the mask had been torn out.

He sighed and dropped the torn up costume in an otherwise empty box marked "Memories."

"At least that Xavier guy didn't come here because of my abilities," Peter thought aloud.

"Peter!" Aunt May called from downstairs. "Mary Jane's here to see you!"

Peter's eyes opened wide and jumped to the floor. He then looked to his door and saw Mary Jane come into the room.

"Hey Tiger," M.J. said. "Looks like you're movin'."

"Yeah, unfortunately," Peter replied.

"Where ya goin'?" she asked.

"Some school for 'gifted' people upstate that my aunt is making me go to," Peter answered. "Ever hear of a place called Bayville?"

"Oh, yeah. Gayle moved out there. Said it's a good little city, but nothing compares to New York."

"Maybe you can stop by for a visit," Peter offered.

"Careful, Tiger, or else I might think you were putting the moves on me." Mary Jane crept closer and ran her hand through Peter's hair. They were almost mouth to mouth when Aunt May's voice cut through the air.

"Peter! Are you finished packing yet?"

"Yes, Aunt May!" Peter shouted back. He then turned to M.J. "The moment's gone, isn't it?"

"I'd say so. Gimme a call as soon as you can."

"Will do."

"I'll hold you to it." M.J. winked and walked out of his box-riddled room.

Peter slumped once more on his bed and groaned. "So close, yet so far."

* * *

The mood around the Xavier Institute elevated to a fever pitch as the various students frantically went through the school, actually Professor Xavier's inherited home, making sure everything was clean and ready for the new kid for when he arrived the next day. Not too many of them knew what the new guy could do but they were told to avoid blatant use of their powers until he got settled in. The Professor's reasoning being that he may not now that he's a mutant or had been in the company of other mutants. 

"Look at 'em go," Wolverine commented to the man on his right. "You certainly know how to create a stir, Chuck."

Xavier chuckled. "Perhaps, Logan, but I do hope Mr. Parker appreciates what I have done for him. After all, from what Hank managed to dig up on him, he may not have much of a family in the coming years."

"Yeah, the way his aunt is almost hangin'." The Canadian mutant removed a cigar from his back pocket and lit it up. "Listen, I'm gonna head out for a few hours. See ya at dinner."

Xavier bid his friend a farewell and went back to observing his students cleaning up the institute. He felt a small amount of pride as they worked, especially since they haven't resorted to using their powers just yet.

* * *

Wolverine stood out on a small hill that overlooked Bayville. He absently puffed away on a cigar as he stared out over what he called home for now. A familiar scent was picked up by his mutant-enhanced nose and he quickly flicked his cigar away. 

"What do you want, Fury?" he asked.

"Easy, Wolverine," came a deep voice. "I just came to talk."

A man easily six-foot tall came out from behind a small tree line. The most distinguishing feature about this man was the eye-patch he had on his left eye.

"What're ya doin' here, Fury?" Wolverine asks again, almost growling. Three six-inch metal blades pop-out of his hands with a _SNIKT! _"I ain't gonna ask again."

"I just came here to talk, Wolverine," Fury replies. "Put those things away before you hurt somebody."

Logan begrudgingly did so. "So what's SHIELD want with me?"

"It has recently come to my attention that you have a new student joining your school," Fury states.

"Yeah, that's right," Wolverine admits. "What about it?"

"Keep an eye on him, Wolverine. There's more to Mr. Parker than meets the eye, as it were."

"Never figured you for jokes, Nick."

"Being the head of a top-secret government agency gives you plenty of free time," Fury explains, a sly grin on his face. "Be careful, though. When pushed into a corner, Mr. Parker can be quite the scrapper."

"All this worry about a 17-year-old kid? Why?"

"His parents were some of our top agents. Remember Richard and Mary Parker?"

"So that's why the name sounds familiar."

"Exactly, so be careful." Fury crept back into the tree line and disappeared altogether.

"How does he do that?" Wolverine muttered, before getting on his bike and gunning the engine.


	3. Movin' In

Peter left his house at around 7:30 on Tuesday morning. He should have been excited about his new situation. A fresh slate, no more J. Jonah Jameson chewing him out about the quality of his pictures, which he submitted under the alias Ben Reilly when he wasn't busy updating the _Daily Bugle_'s webpage, and new people that didn't know he was a nerd or geek. There was just one drawback. 

_No way I can have a real date with M.J. now_, Peter thought.

All these thoughts raced through his mind, some more coherently than others. He was attempting to stay awake inside the limo as it sped on, but the even-tone droning of the engine, coupled with the bleak landscape of Upstate New York seemed to drain his energy.

"Are you all right back there?" the driver asked, her voice seeming to drift on the wind.

"I'm…reasonably fine," Peter responded, yawning loudly. "How long till we get there?"

"Another twenty or so minutes, Mr. Parker."

Peter thought this Miss Monroe was a model, from her statuesque height and perfectly tanned skin. The only thing he found odd was her snow white hair and piercing ice blue eyes. He had this unsettling feeling in his stomach that if she could, she would inflict any number of unspeakable tortures on him if he didn't say the right thing.

"Excuse me, Miss Monroe?" Peter says, trying desperately to drive the tiredness from him.

"Yes?" she replied.

"Would you recommend this school to your family or friends, if they fit the profile for this establishment?" Peter caught a small smile in the rearview mirror.

"Yes, I would. My nephew attends the school and it's really working wonders for him."

"I see."

A few minutes later the limo pulled up to the Xavier Mansion, where a moving van was shaking from its engine running. It was emblazoned with a logo that read: TIMELY MOVERS. Peter got out of the expensive car and approached the van. He took a quick look inside and found it surprisingly empty. He then went into the school and found Professor Xavier signing a clipboard held firmly in the grasp of an overweight man wearing an old, stretched-out T-shirt with the moving van's logo on it.

"Pleasure doin' business with you, Professor Xavier," the man said.

"Not a problem," Xavier said, finishing his signature.

The moving man took the clipboard away, and his company pen, and said, "Remember, if it's not Timely, it's not on time."

Xavier watched the moving man leave and heard his van outside roar to life. Then the squealing of tires sped away. He then saw Peter Parker standing near the doorway.

"Ah, Mr. Parker, you're here early than I expected," Xavier said.

"Makes two of us, Professor," Peter replied, almost yawning. "I take it my personal effects got here okay."

"Indeed, and they have been placed in your new room," Xavier explains.

"Am I gonna have a roommate?" Peter asks with a slight edge of nervousness.

"Why, no, Peter. A straight-A student such as you doesn't need the distraction of having a roommate coming in and out whenever they please."

Peter let out a sigh of relief.

"Before I show you where you'll be staying, perhaps I should introduce you to some of you're new housemates, and just what they can do." Xavier said. His wheelchair motor whirred as it made its way through the house. Peter followed shortly after.

_I_ was _right. This guy wants me here because he knows about my abilities_, Peter thought. _How'd that happen?_

After a few minutes, Peter found himself in a fairly large kitchen, with a group of six teens sitting around a rectangular, bench-style table. Xavier was situated at the head of the table. When Peter had entered, the teens stood up and faced him.

"I feel like I enlisted in a military academy," Peter muttered.

"Everyone, I believe you know who our new resident is," Xavier said. He wheeled himself to come between Peter and the others. "Peter Parker, may I introduce you to Scott Summers," he added with a gesture towards the shades-wearing teen.

"And we apparently share the same barber," Peter says, taking note of the similar hair style he and Scott have.

"Those were some fancy moves you pulled off the other day," Scott said.

"You saw that, huh? I was trying for a Triple Lutz but I apparently need more practice."

The other five teens let out a soft chuckle.

"So, what can you do?" Peter asks.

"My eyes emit a powerful stream of energy with devastating results," Scott answers.

"Cool and even cooler shades. What are those, ruby quartz?"

"Uh, yeah."

"Interesting. The only reason anyone uses ruby quartz is to diffuse solar energy." Peter's eyes shot open. "You need those shades to keep your powers under control, don't you?"

"Pretty much, yeah," Scott answers.

"Wear goggles, man," Peter suggests. "Won't come off as easily."

Xavier then directed Peter to the next student in the line.

"Peter, this is Jean Grey, one of my best and brightest," Xavier explained. "She has psychic and telekinetic abilities."

"Hey, how ya doin'?" Peter asked. _Is she really a psychic?_

"Good, I guess," Jean replies. " And yes, I am." An expression of shock danced across Peter's face. "So, I heard from the Professor you're a straight-A student. Is that true?"

"I hope so, otherwise my future summer internship at Stark Enterprises may be based on false grounds," Peter answers flatly.

Jean had a look of shock on her face by the time Peter and the Professor moved onto the next teen.

"This is Evan Daniels, Miss Monroe's nephew," Xavier states. "His body can launch jagged spikes of replicated bone."

"Cool," Peter says.

"'Sup, man?" Evan says.

"Dude, I don't know if you're aware of this, but you're underwear's hangin' outta your pants," Peter replies.

"Yeah, I know," Evan said in a serious tone.

"So what? You couldn't find a belt or is that result of one wedgie too many?"

The others snickered to themselves.

"You're gonna fit in here, man," Evan says through gritted teeth. "I can feel it." He then shot a glare at the others. "So, what can _you_ do?"

"Using low-level electro-static induction, I am able to overcome the resistant ion shell around any surface and cling to it," Peter says flatly.

"Huh?"

"I'm able to climb just about any surface, no matter how slick or sheer it is," Peter explains as he and Xavier move onto the next student.

"Next up," Xavier said. "Peter, this is Kurt Wagner. He comes all the way from Germany and has the ability of line of sight teleportation. Kurt, if you would be so kind?"

Kurt hesitantly pressed a button on his watch and his skin and body melted away to a blue-furred creature with a tail. Kurt was expecting Peter to yell in fright or pass out, but he didn't.

"So, is that 'Vagner' with a W?" Peter asks, not the least phased by what he witnessed.

"_Ja_, it is," Kurt says, a bit astonished. "You're not frightened by my appearance?"

"Dude, I've seen scarier things than you," Peter replies. "Besides, you look like an elf."

"Moving along," Xavier says. "This is Katherine Pryde, but she likes to be called 'Kitty'. She has the ability to pass through solid objects."

"She couldn't settle for being 'Kat'," Peter mumbled.

"Hi!" Kitty exclaims, grabbing onto Peter's hand and shaking it. "It's, like, so good to meet you!"

"Uh…hi," Peter managed with his arm being jerked around. "Where are you from?"

"Chicago," Kitty answered, a bit confused. "Like, why?"

"Then what's the deal with the Valley girl accent?" Peter asks.

"What Valley girl accent?" Kitty responds.

"Never mind then," Peter replies, dropping the subject entirely.

Peter struggled to wretch his hand free as he and Xavier come to the last girl in the line up.

"Peter, this is Rogue," Xavier states.

"Hi," Peter says to the green-clad Goth girl.

"Uh…hi," Rogue replies, her voice mixed with an unusual blend of nervousness.

Peter exchanged a quick glance with Xavier. "What can she do?"

"Life force absorption through skin contact," Xavier replied.

"Whoa," Peter says. "That's gotta be a problem in the summer."

"Now, that you've all met, I think it's about time I show Mr. Parker where he'll be staying." Xavier then wheeled himself out of the kitchen.

"Well, it was good to meet you," Peter says to the group. "I'm sure this will be an interesting experience for all of us." He then exited the kitchen.

Xavier and Peter then exited the kitchen. As soon as the Professor and the new guy left, Kitty immediately turned to Rogue.

"Like, the new guy's kinda cute, don't you think?" Kitty said.

"I guess," Rogue answered flatly. "And what would _Lance_ say about that?"

"What he don't know won't hurt him," Kitty replied with a grin.

Jean looked to Scott. "What do you think of him, Scott?"

"I'm not sure, but he is right," the shades-wearing X-Man answered. "Things are gonna be different around here."

* * *

Peter followed the wheelchair-bound Professor up to the second level by way of a small elevator in one of the walls. The floor stretched out to several hallways and numerous rooms in every which way.

"Nice to see there are a lot more people in the world like me," Peter states.

"Yes, and I intend to keep that a secret for as long as I can," Xavier says. "You see, Peter, this school is really a haven for those with particular gifts that the world may not yet understand. In fact, if it wasn't for the others downstairs, I probably wouldn't have found out about you."

"I see," Peter says. "I take it they got pictures of me doin' stuff."

"Oh, yes. Now, Mr. Parker, I must warn you. The decision to stay here is entirely up to you, but if you choose to leave now, I'm afraid I'll have to erase your memories of what went on here."

"You can do that?" Peter asks, astonished.

"Indeed," Xavier states. (_I can do a lot with my powers._)

Peter was a bit astonished that he could hear the Professor's voice in his head. "I take it you're a more powerful psychic than the redhead."

Xavier chuckled.

"So, my room's down here, right?" Peter asks.

"You've made a wise decision, Mr. Parker," Xavier states.

Before they could travel further down the hall, a sandy haired boy seemed to slide across the plush carpet on a sheet of ice before impacting the wall at the far end of the floor.

"I'm okay," the boy groaned.

"That is one of my newer students, Bobby Drake," Xavier explains. "He takes some getting used to."

"I see," Peter says. "Something tells me we'll be _amazing_ friends."

"You're sarcasm is noted."

"That obvious, huh?"

"You _are_ laying it on a bit thick."

Xavier led Peter down the hallway at the top of the stairs and turned to a door.

"And this is you're room. As I've said, you're personal effects have already been placed inside. But they are still in boxes."

The door opened and Peter found himself in a room that was easily twice the size of his old bedroom in Forest Hills. The vaulted ceiling and outside balcony was what he noticed first.

"Wow," the brown-haired teen said in awe. "And I don't have to share it with anyone, right?"

"That is correct," Xavier said.

"Cool."

"Yes, 'cool,' but I must warn you. You won't exactly be alone. The six you met downstairs also inhabit this hallway, so I prefer if you kept the noise down to a reasonable level," Xavier stated.

"What noise, Professor?" Peter asks.

"I just figured that an Aerosmith fan, such as yourself, might play loud music at night," the Professor explained.

"_That's_ in my file?"

"No, you're aunt told me before you showed up. Plus, you're CD collection is mostly by that particular band."

"_You_ took a look at my CD collection?"

"No. Evan and Kurt did when the movers left the box in the foyer."

"I see." _Jerks._

Xavier nodded in acknowledgement. "Also, I think you may need this." He handed Peter a cheap leather wallet.

"Beat-up faux leather wallet, no cash, no credit cards, Suncoast Replay Card, and an expired driving permit, from lack of use," Peter said, examining the wallet. "Yep, this is mine."

Xavier chuckled. "I hope you enjoy you're stay here, Mr. Parker." The Professor than wheeled himself out into the hallway.

Peter closed the door and got his boxes open. In thirty minutes, he managed to get all his stuff squared away, including his old beat-up desk and computer. The only thing left was his multitude of posters from his favorite bands that Aunt May wouldn't let him put up.

"Let's see, where to put 'em," he muttered.

A thought came to him. He stuck his head out in the hallway and then took a look outside his window. He looked to the ceiling, took a deep breath, and kicked his shoes off.

* * *

Rogue firmly grasped one of her favorite horror books as she marched up to her room. With the New Mutants slowly spending more time in the school since the teacher strike was apparently coming to an end, her usual quiet spots suddenly became flooded with noise. She knew that Kitty was already in their shared room, and hoped that she had the courtesy to wear her headphones while listening to that garbage she calls "music."

_If I have to hear that stupid Jessica Simpson song again, I'm gonna kill her_, Rogue thought darkly.

She opened the door and the sounds of the Jessica Simpson's remake of "These Boots Were Made for Walkin'" flooded her senses. She quickly closed the door.

"I'll kill her later," she said. "The original was better."

She looked across the hall to the new guy's room. The door was slightly ajar and she inched it open. She found the new guy, Peter, staring at the ceiling. Her green eyes traveled from him up to his focal point. Her eyes widened. Posters ranging from Aerosmith to Linkin Park to Saliva decorated the ceiling.

"Wow," Rogue said in a hushed voice.

Somehow, that got Peter's attention. "I don't like being spied on," he said.

"Sorry," Rogue said, entering the room. "It's just that I'm trying to find a good place to get away from everybody."

"I take it you're not a Jessica Simpson fan?" Peter inquires.

"She's got a good voice, but I prefer her sister's stuff," Rogue answers. "You heard that?"

"Closed her door," Peter says. "Doesn't she listen to anything else?"

"I'm not sure and I'm her roommate." Rogue took a better look at the posters above their heads. "You got good taste in music."

"I like to think I do." Peter than pulled a single rolled up poster from an otherwise empty box. He then unrolled it and showed to the Southern Goth. "I'm still not sure where to put this one."

Rogue stared at the poster with surprise. "_You_ listen to Evanescence?"

"Ever since that song 'Bring Me to Life' came on the radio," Peter admits. "Of course my blind friend and his girlfriend kinda ruined it for me when they sang it for Karaoke Night at their coffee shop 'bout a month ago. Any suggestions?"

"I'd put it between your Audioslave and Nickleback, but that's just me."

Peter thought about that for a few seconds. "Yeah, I can see that. I'll get to that later. But right now, I could do with a better tour of this place."

The walls then seemed to reverberate to the pulse of some indiscernible pop song. Peter and Rogue exchanged a quick glance as they covered their ears.

"I apparently have nothing better to do, so why don't I show you around?" Rogue shouts.

"Sounds good!" Peter replies.

* * *

Professor Xavier assembled Ororo Monroe and Hank McCoy into his office shortly after depositing the new student in his room.

"I asked you two here so I can ask you your opinion," Xavier explained after a few minutes silence. "When exactly would be a good time to tell him what it is we actually do here?"

"I suggest tomorrow, after school," Beast offered. "At least give him a day to settle in before we pull the rug under him."

"I agree," Ororo said. "It may not do him much good to tell him about us on his first day."

"Your input is appreciated," Xavier said, contemplating. "We give him a day, and we'll see what happens from there. Hank, is everything ready to test him?"

"Yes, Professor," Beast admits. "Starting tomorrow, we find out how Mr. Parker evaded Cerebro."

* * *

"…And that, unfortunately, ends our little tour," Rogue says as she and Peter enter the mansion's living room.

"I have to say, Rogue, that was certainly entertaining," Peter says. "Those 'New Mutants' look like a handful."

"Yeah, but we manage." The Southern Goth checks her watch. "Kitty should be done listenin' to her so-called 'music' by now."

"I hope so." Peter s looked sharply to the stairwell and saw Scott walk by, his eyes still hidden by his ruby-colored shades. "That guy gives me the creeps."

"Yeah, he can do that," Rogue says, sighing. "Just be glad he never takes those glasses off."

Peter then stared at her. "Yeah, that might be a problem."

Rogue and Peter then made their way upstairs and the sound of Kitty Pryde's radio had substantially turned down. They exchanged a quick, and puzzled, glance and came to the door. Rogue opened it and found Kitty sound asleep on her bed with a pair of headphones on.

"She puts 'em on when she _sleeps_?" Rogue says. "I just don't get this girl."

"Just be glad she puts 'em on," Peter adds. "After all, it could be a lot worse."

"How?" Rogue asks, turning to face him.

"She could be snoring," Peter replies flatly.

Rogue couldn't help surprising a giggle. "Thanks. That made my day."

"No problem. I have a knack for that…and making esoteric references."

Rogue fixed Peter with a puzzled expression.

"Esoteric. It's a weird word that means only a certain group of people understand a particular subject, much like a TV show or movie," Peter explains.

"Oh!" Rogue says in understanding. "Kinda like when nerds get together and talk about _Star Wars_?"

"Exactly, and we like to be called geeks. Well, see ya. I have a date with Evanescence." Peter than made a hasty retreat to his room across the hall.

"See ya," Rogue half-whispered. "Kitty _is_ right. He is kinda cute. I can't believe I just agreed with her."

With poster in hand, Peter managed to adhere himself to the ceiling with a jump. He found the spot between his Audioslave and Nickleback posters Rogue pointed out and placed it evenly between the two. With a satisfied grin, he released his grip, did a double somersault, and landed silently on the floor. He then slipped his red sneakers back on and admired his work.

"Good thing there are people weirder than me around here," he said. "They might freak out or somethin'."

* * *

Nightfall descended quickly on the Xavier Mansion and the dining hall was crowded with students clamoring for food. A magnificent spread of seafood, ranging from lobster to popcorn shrimp, filled the table. The only one not present was the new guy, Parker.

"So this guy sticks to walls?" Jubilation "Jubilee" Lee asked the girl next to her.

"Yeah, from what I heard," Rahne "Wolfsbane" Sinclair replied in her Scottish accent.

"That's not a _real_ power," Ray "Berzerker" Crisp added. To illustrate his point, a thin tendril of electricity fired from his finger and impacted harmlessly against the wall.

"We could actually do with a bit less of _that_," Amara "Magma" Aquilla said. "Besides, from what I heard, he's kinda cute."

"You think any guy's cute," Bobby "Iceman" Drake said from the other side of the table.

"That so, Ice Cube?" Amara said, leaning forward.

"Yeah, it is," Bobby replied, also leaning forward.

Ambient waves of heat and cold emanated from them, causing low levels of steam to flow across the table. A harsh gust of wind blew the steam away and the elemental empowered mutants looked to the head of the table.

"That's enough," Ororo stated. "Agreed?"

"Yes, Storm," Bobby and Amara replied. They quickly sat down.

Xavier checked the clock on the wall and his watch for the fifth time in three minutes. After a minute of hesitation he said:

"It would appear that Mr. Parker may not be joining us and the rest of you shouldn't suffer for it. We may begin."

Several of the students let out an excited yell and feverishly began digging into the lavish spread of food on the table. After a good five minutes, the doorbell rang.

"Who could that be?" Logan asked no one in particular.

The scampering of feet followed shortly and the form of Peter Parker was seen approaching the door. He opened it and a delivery man held a few white cartons in his hands.

"You Parker?" the delivery guy asked curtly.

"Yeah, that be me," Peter replied.

"Beef with broccoli, orange chicken, chicken-fried rice, and an order of spring rolls," the delivery guy said, handing each item to Peter. "That'll 17.50 in _exact_ change."

Peter somehow managed to pull a $20 bill out of his pocket, despite the bulky boxes in his hands. "How about I give you this and we call it even?"

"Works for me." The delivery guy took it, looked around suspiciously and ran back to his delivery truck.

Peter barely saw the guy off when he closed the door and looked to the crowded dining room. "The spread looks good but I'm not much for seafood. Sorry."

The new guy then ran up to his room, without so much as losing his grip on the Chinese food in his hands.

After a few seconds, the others at the table resumed their meal in an awkward silence. It wasn't until most of the food on the table was gone when Amara spoke up.

"He is kinda cute and He looks kinda like Scott."

At that comment, the shades-wearing mutant nearly chocked on something.

"Yeah, a more fun-lovin' Scott," Evan added.

"Ha, ha," Scott uttered. "Very funny."

"Just sayin', Cyke." Evan than went back to eating his food.

Logan wasn't paying much attention to the conversation that soon followed for he had something heavier on his mind: _What does Fury know about this kid that we don't?_

* * *

Peter firmly grasped the red-and-blue costume in his hands. He sighed heavily and put it back in his closet. He knew he took an oath of responsibility when he first donned the outfit and became known as "the Amazing Spider-Man" but he felt his Uncle Ben would understand if he took a break from it to get his priorities straight.

"I know, Uncle Ben, that this job wouldn't be easy but should my responsibilities sacrifice the lives of those closest to me?" Peter asks the sky. "Just give me a sign."

Nothing happened for several minutes.

"You're a big help, you know that."

With nothing better to do, Peter decided to dig into his Chinese food, chopsticks at the ready. He figured if it cost him 20 bucks, it better be the best he's ever had.

"It's not without its charm," Peter muttered between gulps of rice and chicken.

Finishing his meal, Peter threw the cartons into an empty box marked "Miscellaneous Crap" and carried it downstairs. The others were still at the dining table, possibly moving onto dessert from the looks of the multi-tiered cake now in the middle of the table. After standing outside the dining room for a few seconds, they finally noticed him.

"Care to join us, Mr. Parker?" Miss Monroe offers.

"Yeah, sure, but where can I throw this out?" Peter asks, holding up his box.

"'Round back," Logan replies.

"Okay, thanks." Peter then goes outside from the kitchen doors. The sound of a box being thrown in a nearby metal garbage can was heard a few seconds later.

"Okay, maybe he _does_ look like me," Scott states off-handedly before Peter came back.

Peter found an empty seat between Kitty and Rogue. He exchanged a quick glance with them.

"How's it goin'?" Peter asked Kitty.

"Do you, like, have a girlfriend?" she suddenly asked. All the other girls around the table suddenly took an interest, even Rogue.

"Not at the moment," Peter stated.

"What happened? Did you two have a nasty fight and broke up or was she, like, cheating on you?" She then gasped. "Did you cheat on her?"

"No," Peter said. "She died."

The mood around the table quieted down and desert was eaten in awkward silence.


	4. First Day Part 1

Peter was half-way ready to sleep as he stared up at the posters he painstakingly fixed to the ceiling. He exhaled deeply and picked up his cell phone. The little digital clock read 10:30, but to Peter it felt much later.

"I'm not spending this time swinging through the city, that's why I ain't tired," he stated dryly. He looked to his balcony window and to his closet. After a few minutes of glancing back and forth, he made up his mind. "I'm goin' for it. I may be nuts, but I'll do it."

He got off his bed and opened his closet. His fingers deftly swept through the articles of clothing and picked out his outfit comprising of a red and blue sweats, a pair of red-and-gray gloves, and snowboard goggles. He grinned and threw them over his web-patterned pajamas.

* * *

Bayville at night was certainly different than during the day, especially at several stories above the streets. A red and blue blur flew through the air, suspended on a thin strand of what resembled a spider's web. The blur expertly navigated across the city, despite its lack of knowledge of the surrounding area.

"Whoo-hoo!" Peter Parker exclaimed as he flew past the buildings to either side of him.

It had been a while since he did this just for fun. Usually it was to meet Matt in his Daredevil persona or to just land himself on top of a building to look down at the passing street.

Peter landed on a rooftop and took his goggles off. He may not have been ready to wear his usual costume while doing this but his wrestling outfit worked just fine. Besides, if anybody saw him like this, he could claim to be a little far from the slopes.

He looked down at the street below and found it to be surprisingly empty. He then reminded himself that he wasn't in New York anymore. He slipped his goggles on again, and fired a single strand of webbing from the mechanical gauntlet on his wrist to a nearby building.

"Half-hour's long enough," he said after making sure he got a secure grip. "Better pack it in. Got school tomorrow."

He was about ready to drop from the building when he heard a loud crash nearby. He let out a loud sigh and looked in the direction of the sound. He shook his head and groaned.

"This only happens to me," Peter muttered.

He dropped from the building, swinging on his line towards the direction of the crash. It took a couple of minutes of backtracking but he managed to track the sound to a small jewelry store that was being robbed. He landed on the roof and observed the felony in action.

"Should I?" he asked the sky. "Give me a sign, here!"

A single drop of rain fell on his goggles.

"_Now_ you give me an answer." Peter sighed and dropped down to the street as silently as he could.

The jewelry store crooks were just about finishing up their shopping spree when they noticed Peter in his brightly colored sweats.

"I suggest you put that stuff back before I bring a world of hurt on ya," Peter threatened.

The crooks let out a hysterical laugh.

"You gotta be kidding!" one exclaimed. "Hey Boss, this guy thinks he can take us!"

"I heard, Bruno," the boss said, a large man wearing a black ski mask. "Little far from the slopes, don'cha think, _dude?_" To emphasize his point, he extended his thumb and pinky and shook his hand.

The crooks lapsed into another fit of laughter.

"I'm warning you, pal," Peter threatened. "Put it back and I won't have to get physical."

"Joke's over," the boss said. "Mongo, deal with Mr. Snow-blind."

A large man, possibly seven feet tall, came out of the jewelry store. Peter looked up at him and jumped up. His foot connected with the giant's face with a loud crack. Mongo fell backward and crashed onto his back. He groaned but was otherwise alive.

"Who's next?" Peter asked.

"Roscoe, Jim, take him!" the boss yelled.

One thug came at Peter with a knife. The other brandished a handgun. Peter focused on the gunman first. He ran up to him, struck out his hand, and managed to rip the top piece of the gun off. He then threw it away, grabbed him by the collar, and punched his lights out.

The knife-wielder came at Peter from the side. Warned in time by his spider-sense, Peter evaded the strike and easily dropped him with a calculated strike to his chin. He fell against the getaway vehicle, a beat-up old pickup truck. Peter than turned to the leader.

"You're next," Peter said.

"Nobody makes a fool outta Fred Fosswell!" exclaimed the remaining thief.

"Really?" Peter asked.

A thin strand of webbing fired from his wrist and stuck to Fosswell's shirt. With a firm yank, Peter pulled him forward and delivered a knock-out uppercut.

"And down goes the big man."

Hearing a nearby police siren as his cue, Peter decided to cut the admiration of his work short. He fired a web-strand and yanked himself up into the sky.

* * *

Peter slowly crawled his way into his room. It took him awhile, since he didn't want to alert anybody what he was up to. He threw his wrestling outfit, as he called it, into the closet and plopped onto his bed. He knew he still had his web-shooters on but he didn't care. He knew he'd be getting up early enough to take them off before anybody noticed, since he always found himself getting up at just before six these days.

He snored and mumbled to himself as he delved into a deep sleep, the kind he had when he donned his red-and-blue costume on a daily basis.

At around 5:45 a.m., he woke up. He had another dream about an event from his superhero days. This one had him reliving his Uncle Ben's murder. Oddly enough, he considered that to be a good thing.

"At least it wasn't Gwen," he muttered, removing his web shooters and sliding them into his nightstand's drawer. "Had too many of those lately."

He stepped out into the darkened hallway and found himself face to face with his slightly taller almost-twin.

"Oh, hey, Scott," Peter said.

"Guess I'm not the only one who likes to get a jump at an early morning," Scott replied. "Do you find it weird that we kinda look alike?"

"No, not really. Statistically speaking, there's a chance that there's at least _one_ person that looks just like you without being your twin sibling. The _actual_ stats are staggering."

"Sounds like it. Well, see ya." With a wave, Scott walked past Peter and into the nearby bathroom.

"Hey!" Peter exclaimed. "I was gonna use it first."

The new guy waited outside the bathroom for about fifteen minutes before Scott finally came out, and somehow fully dressed.

"All yours, man," the shades-wearing teen said.

"Uh…thanks," Peter replied. He ducked inside and found an empty coat hanger on a towel rack. "Yeesh. This guy has his whole day planned out already? Not even Reed Richards can do that."

He decided not to dwell on that and turned the shower on. Fifteen minutes later, Peter exited the bathroom wearing only a towel. He quickly ran down the hall and ducked into his room.

"Not to self: Be more like Scott," he mumbled as he started to get dressed.

* * *

Rogue's eyes shot open from the loud music her roommate used for an alarm clock. She knew it was going to be a long day when she heard that Gwen Stefani song, "Hollaback Girl", blaze in her eardrums.

"I'll kill her later," she mumbled and got out of bed. She entered the hallway and found it to be teeming with the other students. "What's goin' on?" she asked Kurt.

"Everybody's up because they don't want to be late for their first day back," the German mutant replied.

"So why's ev'rybody here? Why not use the bathroom downstairs?"

"Also crowded," Kurt answered with no hesitation.

"I see."

Bobby pounded furiously on the bathroom door. "Hurry up! You're taking more time than Jean did!"

"Back off, Iceberg," said Roberto "Sunspot" DaCasta in his Brazilian accent. "Perfection takes time."

"C'mon, man! I didn't find out till last night that shrimp doesn't agree with me!" Bobby began to fidget to illustrate his point.

"Sorry, man, but I intend to look good and that takes more time than your needs."

Bobby growled and stomped his foot. The temperature within the bathroom suddenly dropped and the door opened. Roberto immediately came out, fully dressed and moist.

"Okay, you're turn," he said dryly.

"Finally!" Bobby exclaimed. He quickly got into the bathroom and slammed the door shut. Loud grunting and groaning could then be heard from behind the door.

"Who wants breakfast?" Jamie "Multiple" Madrox offered.

The older mutants quickly agreed with a series of incoherent grunts and marched downstairs to the kitchen. Rogue watched them disperse before going to door across from her and Kitty's room. She knocked twice.

"It's open," she heard Peter say.

Rogue opened the door and found Peter, fully dressed in a red shirt and dark blue jeans. He was sitting at an old beat-up desk by the balcony and typing away at a computer. He then turned around.

"Oh, hey, Rogue," he said. "What's up?"

"The others have opted to get breakfast first," she explained. "Thought you'd like to know."

"Uh…okay," Peter replied, a bit puzzled. "Anything else?"

"Yeah. Apparently shrimp doesn't agree with Mr. Drake."

"I see." Peter then hit "Control S" on his keyboard. "I could use some food."

* * *

Breakfast passed in relative silence, save for the occasional belch or other body noises. After the meal, it was once again a frantic run to the bathrooms. After everyone was ready, some of the students were bussed to Bayville High by means of the large black van in the garage, the Professor's limo, or Scott's fully-restored '63 Chevy convertible.

Upon arriving at the school, Peter had been directed to see the principal, an Edward Kelly, about his class schedule. He found the office with little difficulty and sat before the principal in his dark office. While Principal Kelly went over his school transcripts, Peter busied himself with a Rubik's Cube he found.

"Now, Mr. Parker, as I understand it you were a straight-A student at Midtown High," Principal Kelly said after a few minutes silence.

"That is correct, sir," Peter replied.

"I see. It also says here that you are currently living at the Xavier Mansion." An odd edge seemed to be present in the older man's voice.

"Yes, I am…for now. Is that a problem, sir?" Peter felt a slight tingle from his spider-sense but decided to ignore it and continue working on the multi-colored puzzle cube in his hands.

"I've been having some trouble keeping the others that live there in line and I hope you will be one of the exceptions," Kelly explained.

"I'll try, sir."

"Good. Now, since we do things a little different here, you're going to have to take a placement test."

"I see." Peter then placed the Rubik's Cube on Kelly's desk, perfectly completed. "When do we start?"

Kelly looked from the cube to Peter and pulled out a few papers. "There's a small testing area just outside where you'll be able to take it. I'm sure an exceptional young man such as yourself will do fine."

Peter took the test papers and left Kelly's office after bidding him a proper farewell.

* * *

Jean was just leaving her first period class, creative writing, when she ran into Peter standing outside the door to her next class, advanced physics.

"Peter, what are you doing here?" Jean asked, surprised.

"According to the Bayville High School curriculum, I am technically a junior, just like you," Peter stated matter-of-factly. "That is, according to the placement test I aced."

"Wow! Word of advice: Don't let anyone else know you skipped. People might think you're weird."

"Don't worry, Jean. I don't intend to…but you, I'm not sure of."

"So, why exactly are you standing out here?"

A loud bang resonated from within the classroom.

"That's why," Peter answered flatly. "Some kid left his, or her, science project in there and it finally went off."

"That would be me," Jean stated. "Guess it works."

They then entered the otherwise empty classroom. Jean explained to Peter that the previous teacher, a Mr. Hank McCoy, had disappeared and the school had been trying for weeks to get a permanent new science teacher, along with a new P.E. teacher since he also taught that. Jean kept the true details of Mr. McCoy's disappearance from the new guy, not entirely sure how he would react to the news.

_No need to tell him he's actually a blue-furred ape-like mutant currently living with us_, she thought. _That's for the Professor._

The rest of the class piled in just as the bell rang for second period. Peter found it weird that no one was talking, throwing things around, or writing on the rather large chalkboard.

"This is definitely _not_ Midtown," Peter mumbled. "This might work out after all."

Principal Kelly entered the class and cleared his throat. "Class, I have an announcement to make," he announced. "After many trial and errors, I have managed to find a suitable replacement for Mr. McCoy."

Some students groaned for they were expecting another substitute. Undaunted, Kelly continued.

"Class, I'd like to introduce you to you're new teacher, Dr. Leonard Samson."

A man, about ten years younger than Principal Kelly, entered the class. He had messy brown hair that went all the way down his back and a face that seemed to exude intelligence. The glasses and lab coat he wore only seemed to project his intellect, but the fact he was built like a football player seemed to contradict this.

"Good morning, class," Dr. Samson said as he looked over the students. "Ahem. I hope to make this an exciting year for you, and hopefully live up to my predecessor's reputation. Are there any questions?"

A single hand shot up, belonging to an average-looking student.

"Uh, yes, you next to the redhead."

"Forgive my bluntness, Doc, but what did you use to do before becoming a science teacher?" Peter asked.

"I was a researcher of various forms of radiation, mostly gamma rays and its impact on life. Any other questions? No? Well, we better get started, unless Principal Kelly wishes to stay here."

"Uh, no, I better not. I have to get going. They're all yours, Doctor." The principal then beat a hasty retreat.

Samson watched Kelly run back to his office. With a grin on his face, he turned to the class.

"What say we get started? After all, we have only 45 minutes until class is over."

The class passed with relative ease, similar to a class taught by Mr. McCoy. Peter really enjoyed it, for he had a large grin on his face the entire time.

_This guy's better than any of the other science teachers I had_, Peter thought.

After the end-of-class bell rang, the students begrudgingly left. A few seconds after they cleared out, a man with a salt-and-pepper mustache, and clad in a green military uniform, came into the classroom.

"Samson, good to see you!" the uniformed man said.

"General Ross," Samson replied. "Never thought I'd see you again."

"That's all in the past, Doc. Listen, I was wondering if you'd given any…"

"No. Forgive my bluntness, Thunderbolt, but when I vowed never to do anything harmful with gamma radiation, I meant it. Get Banner."

"I don't want it to look like I'm playing favorites here, Samson. After all, that pencil-necked geek is dating my daughter." Ross's eye began to twitch. "I need you."

"Sorry, General, but if you don't mind, I do have other minds to mold."

Ross narrowed his eyes and begrudgingly left.

* * *

Peter wandered down the hallways trying to find his third-period math class.

"It should be right down here," he muttered. "This can't be right."

"Peter Parker, is that you?" said a voice from behind the teen.

He turned around and saw a very familiar teacher. "Mr. Thomason, is that you?"

"Well, I'll be. Midtown's best and brightest as I live and breath," Mr. Thompson said. "After I left, I didn't think I'd see you again!"

Dan Thomason had been Midtown High's mathematics teacher for years, teaching everything from pre-algebra all the way up to trigonometry. Although he looked like a football player, he was a gentle giant of over six-feet. He also tended to stand out among the other teachers with his very dark skin. It was joke around the school that he was somehow related to Wesley Snipes. He left the school last year over a dispute with the principal over his teaching methods.

"It's good to see you again, Mr. Thomason," Peter said. "Maybe you can help me. I'm having trouble finding my next class."

Peter handed his schedule to the math teacher and he smiled.

"Why, that's my class. Right this way, young man." Mr. Thompson lead Peter to his class, which was surprising filled with various members of the school's sports teams, as indicated by their letterman jackets.

Peter found an empty desk, somewhere in the back. He didn't need his spider-sense to tell him he was fresh meat in a tank full of sharks. He was a little surprised though why he was taking another algebra class, but if this is how they do things around here, he wasn't going to rock the boat on the first day.

"Class, as you can see, we have a new student with us today," Mr. Thomason announced. "Mr. Parker hails from Forest Hills, New York."

Peter gave a nervous wave to the class.

"I have had the pleasure of teaching Mr. Parker before but alas, it is not to be," Mr. Thomason continued.

Puzzled, Peter took a quick glance at his schedule.

"Right classroom, right period, right teacher," he muttered. "So what's the deal?" He then noticed a "TA" printed next to the class name. "Holy crap!"

"It would seem that my new assistant found out about his job," Mr. Thomason said. "Peter, if you could come up here."

Peter nervously went to the front of the class and stared at the other students.

"Hey, how's it goin'?" Peter said nervously.

"I demand proof that this guy can be you're assistant!" shouted a blond glasses-wearing student. "He doesn't look that smart to me."

"Okay, Ms. Whitman, would you like a test?" Mr. Thomason offered.

"Yes, I would," Deborah Whitman declared.

"Okay, then. Peter, if you would be so kind as to wait out in the hall," Mr. Thomason said.

"Can do, Mr. T!" Peter replied and stepped outside.

Mr. Thomason went to the board and wrote out a long equation on the board filled with pi symbols and X's and Y's.

"Okay, Deborah, would you like to solve this?" Mr. Thomason asked.

"Yes, I would!" Deborah exclaimed.

Peter waited out in the hall for a little over a minute, listening to the clack of a chalk piece writing on a board. When the clacking was done, he was called back in. A large section of the board was carefully covered by a large pad of paper.

"I take it that's her work?" Peter asked Mr. Thomason, pointing to the paper.

"Indeed it is," he answered. "Care to try and answer it?" He then indicated the large equation at the top of the board.

Peter looked it over carefully and then took a chalk piece and wrote down 3pi/4xy2.

"That is correct, Mr. Parker," Mr. Thomason said. He then removed the large pad and revealed a series of numbers and letters that finally ended with 3pi/4xy2. "Satisfied, Ms. Whitman?"

Deborah merely stammered in response.

"Looks like I got me a new assistant," Mr. Thomason said.

"Looks like I got a new job," Peter said.

The class ended forty-five minutes later and Peter wandered down the halls to his next class, advanced computations. He wasn't surprised to see Jean in this class. From what he heard, she was gunning for valedictorian. He was a little surprised to find a football player in this class and sitting next to her.

"Remember, Pete, this is high school," Peter muttered. "He's probably taking this class so it can look good for a scholarship."

He took the empty seat next to Jean.

"Is there a reason why you keep sitting next to me?" Jean asks him.

"Because I'm new and I have yet to encounter any of the others from the mansion?" Peter answered.

The football player on Jean's left peered over her and stared daggers at Peter.

"Can I help you?" Peter asked.

The jock only grunted and stared at his computer.

The teacher came in, a woman in her early 30s but dressed like a librarian, complete with her hair in a bun, and gave them an assignment, except for the football player. She made up some excuse that the new coach didn't want him to straining himself before practice after school. It confirmed Peter's suspicions that the jock was only here for earning a scholarship and was just getting by.

After the class went by for twenty minutes, Jean was frustrated with her computer. Her thick red hair was now draped over the keyboard.

"Having problems?" Peter asked dryly, his attention focused intently on his monitor.

"I'm having trouble, all right?" she said. "How about you?" She then looked on Peter's screen and found him playing a game of FreeCell. "You know you can only play games when you're finished, right?"

"Well, duh!" Peter replied.

"Mr. Parker!" shouted the computer teacher.

"Yes, Mrs. Smith?" Peter asked, feigning innocence and looking in her direction.

"I demand proof that you're done," Mrs. Smith said, moving behind Peter's workstation. "_Now._"

"All right, then." Peter minimized his FreeCell game and pulled up the assignment that was supposed to keep him occupied for the period. A small midi of music played to the tune of 3 Doors Down's "Kryptonite."

"My word!" Mrs. Smith said. "That's….that's incredible! What high school did you say you were from again?"

"Midtown High," Peter answered.

"Amazing," awed Mrs. Smith. "Mr. Parker, would you be interested in being my new assistant?"

"I'm already one teacher's assistant, but can I take another?" Peter asked.

"No, nothing official. I just need someone to go around and help others when I'm busy or not here."

"Oh, okay." Peter then turned to Jean. "And what help do you need, Miss Grey?"

Jean smiled and made room for Peter scoot over and take a look at her screen. Peter looked it over and talked Jean through the parameters of the assignment, which was to come up with a basic splash page. They conversed back and forth, speaking in computer terms that went over Mrs. Smith's head, which wasn't hard since all she knew about computers was how to turn them on, access the Internet, and read e-mail.

Duncan Matthews watched with growing jealousy as the new geek in school was putting the moves on _his_ girl. He had seen them talk in the hallway after first period and now he didn't know what they were talking about but whatever it was made Jean laugh and smile, something he had a hard time doing on their dates.

"You're gonna pay for this, nerd boy," the quarterback growled. "Nobody steals my girl."

"Mr. Matthews, if you don't want to fail this course, I suggest you _at least_ pretend to be working," declared Mrs. Smith.

Duncan turned to his screen and continued playing his Fantasy Football game.


	5. First Day Part 2

Peter fiddled with the combination of his new locker just after his computer class let out. He finally managed to get it open and retrieved a couple of extra books. Before he could place them in his bag, he heard a loud voice shout:

"Parker!"

A quizzical expression danced across his face and Peter said, "Flash?"

A muscular hand slammed against the locker next to Peter, and he turned to find himself staring at a boy that resembled Flash Thompson down to the letter, with the exception of the blonde hair and a different colored varsity jacket.

"I'm gonna go out on a limb here and say that your mom's maiden name is Thompson," Peter said to the Flash look-a-like.

Duncan Matthews blinked in surprise for a few seconds. "Uh, yeah. But that's not important right now."

"Okay, then," Peter said. "Then I'm just gonna go." He turned to leave to only be stopped by Duncan's hand on his shoulder.

"You'll go when I say you go," Duncan threatened. "And I suggest you stay away from Jean. She's _mine_."

"Yours?" Peter said in disbelief.

"Yeah, she's mine. Got a problem with that, nerd boy?"

"So what does Jean think of that?"

"Who cares, loser? She's hot!"

"So what does someone like Jean sees in a muscle-bound, bonehead like you?"

"What did you call me!" Duncan roared.

"I believe it had something to do with the contents of your skull, but perhaps I should throw on the brakes and travel in reverse to keep pace with you."

"You makin' fun of me?" Duncan's voice lowered to a sinister pitch.

"_Ach, du lieber_, he _can_ be taught," Peter said in a German accent. His voice then returned to normal. "But then again, I don't think Jean's really your girl. After all, it's not like you have your name branded on her. Do you, cowboy?"

Duncan growled and lunged forward with his fist. Peter evaded the strike, and the next, and the next by merely a few seconds.

"C'mon, man, can't we talk about this?" Peter pleaded. "I absolutely abhor violence."

Duncan's strikes became more aggressive and pretty soon, a crowd gathered to watch the quarterback attempt to pulverize the new guy. Among those gathered were two X-Men.

"He's, like, doing pretty good," Kitty commented, standing on her tiptoes to see over the crowd.

"Yeah, but how long can he keep it up?" Rogue asked hypothetically.

Duncan's strikes came less and less as he tried to catch his breath. "Stand still, you wuss!"

"Oh, come on. Flash Thompson would run out of steam at the half the rate you're goin'," Peter mocked.

Duncan shouted and dove at Peter. The new guy jumped to the side and the quarterback barreled into the principal, knocking him to the ground.

"Matthews, my office!" Kelly demanded. The quarterback nervously got to his feet. "It's time we have a serious talk about practicing your football skills in the hallways."

"Yes, sir," Duncan said in defeat.

The principal got to his feet and then turned to the assembled students. "The rest of you, go to lunch. Except for you, Mr. Parker. My office, _now!_"

"Hmm, irony," Peter said.

* * *

Principal Kelly let out a frustrated sigh and drank a glass of water with four Alka Seltzer tablets in it. After guzzling the class, he glared at his two guests.

"Mr. Parker, this is only your first day here, and already you've caused a ruckus," Kelly said in a low tone. "I'll let you off with a…warning of sorts. I take it someone like you may spend time here after the final bell, so here it is. For the rest of the week, you are prohibited from being on this campus after the final bell."

"Uh, okay," Peter said. "That's fair…I think."

Kelly then turned to Duncan Matthews. "However, Mr. Matthews, your punishment will not be so lenient."

Duncan slowed loudly.

"Mr. Parker, you're free to go," Kelly said with a dismissive wave of his hand.

Peter stumbled out of the office and into the hallway. He found himself Kitty and Rogue waiting by a bank of lockers.

"What'd you think of the show?" Peter asked Rogue.

"Well…" the Southern Goth began.

"That was, like, the greatest thing ever!" Kitty exclaimed. "You were amazing!"

"Uh, yeah," Peter replied. His focus turned to Rogue again. "How 'bout you?"

"Ever think about tryin' out for the boxin' team?" Rogue asked.

"Nope, but did try my hand at wrasslin'," Peter said in a Southern accent. "Now, c'mon, I wanna get to cafeteria before the period's out. I'm starvin'."

* * *

The rest of the day went by with very few problems. The only major hitch being that Duncan Matthews got detention after school for assaulting the principal with an unprovoked attack and having to miss football practice. The new football coach, a Sgt. Hawk, was understandably furious and the players suffered for it.

Six of the residents from the Xavier Institute hung out at Scott's car after the final bell rang. They were discussing their first day back from the teacher strike and the subject kept coming back to the institute's newest recruit.

"I mean, the guy could, like, not be hit!" Kitty exclaimed. "He was like Neo!"

"How can that be?" Scott asked. "We saw the guy scale several brick walls and a tree."

"I don't know, Scott," Kurt added. "But you have to admit; there _is_ something weird about him."

"You guys are making a big deal about this," Jean interrupts. "The guy's power is obviously super-intelligence. His powerful mind can manipulate his body to appear to have those kind of abilities."

"My ears are burnin'," a voice said.

The teens' eyes looked around and saw Peter approach them.

"Like, hi!" Kitty exclaimed.

"Uh, hi," Peter replied. He then muttered, "If this girl doesn't have a crush on me, I'm Doogie Howser."

"So, uh, Pete, what'd you think of your first day?" Evan asked. "Pretty cool, huh?"

"Eh, it's like my old one, it's just the hallways are slightly cleaner and your buses are more orange than yellow. So what's this I heard about having super-intelligence?"

Jean visibly blushed. "Um, uh…"

"Don't worry, I get that all the time," Peter replies. "A friend of mine thinks I'm a mutant."

Evan, Kitty and Kurt tried desperately to suppress a laugh.

Scott shot them a quick glare before he looked to Peter. "So, you waiting for someone from the institute to pick you up?"

"Nah, thought I'd walk," Peter answers. "Sorry, Scott, but only so many people can squeeze into your '63."

"How do you know it's a '63?" Scott asked, a bit astonished. _The guy knows cars. Cool._

Peter pointed to the car's license plate cover that read: #1 '63 CHEVY. Scott chuckled uneasily.

"Well, catch ya on the flipside, cats and kittens. I figure it's gonna take me a while to get back, so don't wait up." Peter gave a small salute and walked off.

"All right, guys, pile in," Scott said after a few minutes. "Gotta beat the rush and can't be late for Logan's DR session."

The X-Men let out a collected groan and piled in the convertible. The engine roared to life and the car sped out of the lot. A few minutes later, a group of four boys made their presence known after hiding behind a beat-up truck.

"So, the X-Geeks got some new blood, eh?" Lance "Avalanche" Alvers stated.

"I say we give him a proper welcome," Fred "The Blob" Dukes added.

"Yeah, Brotherhood style," Todd "Toad" Tolansky said.

"Gonna have to wait until tomorrow," Pietro "Quicksilver" Maximoff added. "Have a better opportunity."

"Why, man?" Toad asked. "Why you gotta harsh my buzz?"

"Because, frog boy, the X-Geeks are nearby and do you really think they're just gonna stand on the sidelines?" Lance says.

"Oh…!" Toad said. "I still don't get it."

Blob slapped his forehead. "Can't we kick him out? _Please?_"

Pietro and Lance seemed to think on that for a minute.

* * *

As Peter made it back to the institute, he found himself humming a strange tune.

"'Cause I am the man without fear," he sang to himself. "Matt _was_ right. That Rob Zombie song _does_ get stuck in your head." He took a quick look around and found it surprisingly empty of life. "Everyone must be inside doing their homework or somethin'." Peter strode into the mansion, where he was immediately greeted by a blue-furred ape-like creature.

"Whoa. Sasquatch lives, and he's blue," he joked.

"I guess I should be used to that by now," Hank McCoy said dryly. "Mr. Parker, sorry we haven't until now, but my name is Hank McCoy. Sorry we haven't been properly introduced because I tend to spend days in the basement lab on end."

"Wait, wait, wait. Are you the science teacher that mysteriously disappeared?" Peter asks. An expression of shock came across his face."This place has a basement lab?"

"Yes and yes," Beast said. "My present condition was one of a few factors that lead to my termination at Bayville High. Anyway, the Professor wishes to speak to you, right after I get a blood sample from you."

"Why do you need a blood sample?" Peter asks, a bit defensively.

"It's just for screening purposes and things of that nature. Just to make sure you're not carrying any unwanted diseases."

"Uh…okay, but I gotta warn you, I'm a bit of a bleeder," Peter explains.

"Quite all right." Beast wandered over to a small black bag by the main stairs and retrieved a sterilized needle from within. "I must warn you, this may hurt a bit."

Peter didn't respond and Hank took the needle to his arm. The teen winced slightly as the syringe drew some blood but he didn't complain. When he was done, Hank gave Peter a thick bandage and a lollypop.

"I can't help but feel that you used to be a pediatrician," Peter commented as he looked at his hard candy on a stick.

"My father is, and his father was, and it rubbed off on me," Beast admits. "If you don't want it…"

"Who said I didn't?" Peter replied, now having the candy in his mouth. "Mmm, lemon."

"Oh, by the way, he wants you to wear this." Beast presented Peter with a blindfold, to which Peter took with some slight hesitation.

* * *

Peter wasn't entirely sure why Professor Xavier wished to speak with him. As far as he knew, he hadn't broken any rules, except for that little scuffle in the school's hallway. He was also a bit perplexed as to why he was told to wear a blindfold.

"Uh…Professor, I'm sure there's some significance to me wearing this thing, but I'm a little in the dark here," Peter said loudly.

"It's quite all right, Peter," came Xavier's voice. "You can take the blindfold off now."

Peter slipped the blindfold off and found himself in a pristine hanger. It was covered in stainless steel and looked like something out of a science fiction movie, or a comic book. His head craned around to take in everything until his eyes settled on the large black jet in the center of the hanger.

"An XR-77 _Blackbird!_" Peter exclaimed. "I only read about them! I didn't think they actually made them!"

Xavier chuckled. "Yes, well, only a few were ever built. This one I've had for quite some time. It's stealth technology rivals that of the military and through…certain contacts, I've managed to make sure of that."

"Cool." Peter stared at the jet, wide-eyed and mouth opened. "I take it the weapons have been removed?"

"Some, but not all. It boasts a series of non-lethal deterrents, such as stun missiles and a high-powered shock cannon," Xavier explains.

"A pretty fancy name for a tazer, ain't it?" Peter asks.

"I suppose so," Xavier said. "Care to tell me how you know so much about an experimental aircraft?"

"Uh…maybe later," Peter admits.

"Mr. Parker, after consorting with my staff, we felt it would be better to tell you what it is we really do here."

"You guys aren't a secret government army being trained to take out specific targets at the behest of a codeword, are you?" Peter asks.

"No, nothing like that, although I think Logan is," Xavier answers. "Perhaps it's better if I show you."

Peter, quite puzzled, followed Xavier out of the hanger. They took an elevator on the far end of the hanger and it went up. It stopped and emptied out into a small room surrounded on all sides by glass.

"Mr. Parker, I present to you, the Danger Room," Xavier said.

Peter walked out and looked over the controls in the room. "Whoa. And I thought Tony Stark had some good toys up his sleeve," he said in awe. "What do you do in here?"

"Let me show you." Xavier wheeled himself over to a control panel and grabbed hold of a microphone. "X-Men, report to the Danger Room immediately."

Scott, Jean, Evan, Rogue, Kitty, and Kurt piled into the stainless steal room just below the command center. They were each clad in bodysuit-style uniforms with X's on their shoulders or belts.

"I get it, you're just like God," Peter says. "So, do I get one of those snazzy uniforms too?"

A grin came across Xavier's face. "Maybe later. But first the real reason I called you down here."

Xavier pressed a few buttons on the control panel and the room below suddenly became a war zone. Peter watched with anxiety as the teens worked as a team to overcome the various obstacles that came out of the walls.

"They have to do this everyday?" Peter asked, a bit bewildered when the situation finally sank in.

The elevator opened and Logan stepped out, clad in an orange and black uniform. "Yep, and now you do too."

He tossed a black suit to the bewildered teen.

"I _did_ enroll in a military academy," Peter mumbled. "And suddenly the world makes a lot less sense."


	6. Training Session

Peter stared at the outfit he was expected to wear whenever Logan, or Wolverine as he liked to be called, ordered a training session. It was comprised of a black bodysuit and a pair of yellow gloves and matching boots. Peter thought the belt that came with it was kind of cool, but all it had was an X-shaped buckle that doubled as a communications device.

"My old one was much better," he muttered. "Came with a camera and extra ammo."

After looking over his new suit a bit more, Peter decided to slightly alter it. The gloves and the boots were carelessly tossed aside and were replaced by his red-and-gray gloves and sneakers. One reason being they wouldn't inhibit his clinging abilities, the other being he wanted to stand out. From what he heard from some of the other New Mutants, which he was enrolled in, you only got a customized uniform when you graduated to X-Man status.

There was a knock at the door.

"Come in," Peter said and Rogue entered the room, clad in her black and green uniform. "Cool suit."

"Thanks," Rogue said, blushing slightly. "Too bad they stuck you in the New Mutants. We kinda figured you'd start out as an X-Man."

"Any particular reason?" Peter asks with a tilt of his head.

"You got Matthews in trouble with the principal," Rogue answers, leaning up against the door frame. "It's probably the first time in history that's ever happened."

Peter chuckled. "Well, can't make any exceptions for the new guy, right? Besides, I'd prefer to work my way up." The X-shaped buckle on Peter's belt suddenly lit up. "Guess Wolverine is in the mood for a training session."

"Best not keep him waitin'," Rogue said as Peter walked out into the hall.

Peter waved to her and ran out with some of the other New Mutants.

* * *

Assembled on the back part of the mansion were Berzerker, Iceman, Wolfsbane, Cannonball, Jubilee, Magma, and Peter. Everyone was a bit surprised that he hadn't picked out a codename, to which Peter replied, "It's not like we're actually gonna go into the field, right?"

"All right, you slugs, listen up," Wolverine said, with his mask on, which made him look more ferocious than he already did. "Since we got ourselves a new recruit, we're gonna do things a little differently today." He picked up a beat-up football at his feet. "I'm gonna make this real simple. First one to grab this ball and run it to the end zone wins. Any questions?"

"Where's the end zone?" Cannonball asked. Wolverine visibly rolled his eyes and pointed to the back steps of the mansion. "Okay, gotcha."

Wolverine growled slightly and tossed the ball into the air. "Okay, hop to it."

Peter stepped to the sidelines and watched the rest of the New Mutants try to grab the ball. Cannonball managed to hold onto it and flew across the ground. Iceman tried to freeze him as he sped by with the ball, but his ice beam missed and hit Jubilee.

"Bobby!" she cried, her lower body frozen to the ground. Iceman cringed.

"Nyah, nyah!" Cannonball taunted. He looked ahead and saw Peter was in the way. "Move, man! Move!"

"Give me the ball and I will," Peter said.

"Okay!" Cannonball threw the football to Peter and he immediately leapt to the side.Cannonball then crashed into the dirt and dug out a small trench. "Ow."

"I can't believe he actually fell for that," Peter commented. "Oh, well." He then noticed the others staring at him. "Whu-oh."

Wolfsbane transformed into her wolf-human hybrid form and charged, claws blazing.

"It's not just a clever nickname," Peter muttered. "It fits!"

Wolfsbane took several swipes at Peter, narrowly missing him as he ducked, weaved, and even jumped over her. Wolverine watched with increasing interest as he observed Peter in action.

"No wonder Fury's interested in this kid," he muttered.

Alerted by his spider-sense, Peter dove to the left as an intense wave of heat passed by. Wolfsbane didn't react in time and took the hit with full force. She crashed against the ground and reverted back to her human form.

"Aye, that hurts," she said as she struggled to get up.

"Sorry, Rahne!" Magma said.

"Yo, Mara," Jubilee called out. "Little help here? I'm freezing!"

"Oh, sure." Magma focused and emitted a low-level stream of heat that slowly melted away Jubilee's frozen prison. "You all right?"

"I'll be fine, I'm just wet." She then shot a hateful glare at Iceman, who chuckled in response.

"If you guys are done gabbin', I gots me a touchdown to make," Peter said, spinning the football on his hand.

Magma and Jubilee took aim and their abilities erupted across the yard. Peter shielded his eyes against Jubilee's light flashes but had to solely rely on his spider-sense to evade Magma's intense heat.

"If I don't something, I'm gonna be a flash-fried arachnid," Peter muttered. "Kinda like Gargan."

"The kid's got some moves," Wolverine said. "Wonder how he fights."

There was a lull in the attacks and Peter took his chance. He aimed and tossed the ball. It sailed through the air and pegged Jubilee between the eyes. She groaned in pain as the balltumbled through the air. Magma leapt through the air and her hands almost touched the pigskin. She then felt extremely cold as she found herself suspended in the air. The football dropped to the ground

"Bobby!" Magma cried. "No fair!"

"Hey, I take it as I sees it," Iceman said. He chuckled as he scooped up the ball.

He slowly strode to the "end zone" and turned around when he saw Peter running towards him. Iceman focused and with his free hand, fired bursts of cold beams. Peter managed to evade the bolts without dropping his speed, or slipping on the rapidly forming chunks of ice.

"Hey, no fair!" Iceman complained. "He's only supposed to stick to walls!"

The distance between them was quickly closing and Bobby was running low on ice. He muttered to himself as wisps of cold steam came off his hands.

"The Iceman's low on ice?" Peter said, more of a mock statement than a question. "Say it ain't so." He was now less than a foot away from Bobby.

"You're not getting this ball back, man," Bobby threatened.

"I'm not? My world has been shattered." Peter recoiled in mock sadness. "Whatever will I…_oh, my God!_"

Iceman's head craned back. "What? What is it?"

"Yoink." Peter then deftly took the football from Iceman.

"Cheap shot!" Iceman exclaimed.

"I'm sorry, man. Tell ya what: free try." Peter held out the football.

Taking his chance, Bobby grasped onto the football and tried as hard as he could to pry it from Peter's hands. Wolverine had to keep himself from laughing. Peter rolled his eyes and began to slowly walk to the "end zone." Bobby continued to trytopry the ball away out of Peter's hands, even with his heels dragging against the ground.

Peter was almost to the steps when he turned to face Bobby. "You still here?"

"Give me the ball!" Iceman grunted, his face turning red.

"Let go or I'll knock your teeth in," Peter threatened.

"You wouldn't."

Peter grabbed hold of Bobby's left forearm and began to squeeze. His face contorted slightly as the pressure on his muscles began to increase. He yelled when he felt a sharp press against his bones.

"I give!" Bobby said. He let go of the ball and rubbed his arm. "Ow," he whispered.

Peter shook his head in disbelief and his foot came in contact with the stairs. "Looks like I win," he said to Wolverine. "What do I win?"

"My respect," the Canadian mutant said, "which ain't much. All right, everybody, you're done for the day. Pack it in."

The rest of the New Mutants groaned and piled into the mansion. Peter tossed the football to Wolverine and followed the others. Wolverine observed the torn up yard and still couldn't wrap his mind around what just happened.

"We shoulda found this kid sooner," he muttered.

* * *

Wolverine sat in the mansion's lower level lab. He watched with waning interest as Xavier and Beast toiled over a few computer screens.

"I don't think he can only stick to walls," he grumbled. "The kid's got some sorta experience from the way he moves. I've never seen anything like it."

"Yes, Logan, we all saw," Beast said. "This blood sample from Mr. Parker should tell us all we need to know about how he's evaded us for so long."

"Hopefully, it will lead to further answers about what Mr. Parker is capable of," Xavier added. "How long will this take, Hank?"

"That depends on what the machine finds, Professor," Beast says. "It could be days, weeks, even…"

A computer monitor beeped loudly.

"Or even an hour." Beast hit a few keys on a keyboard and a 3D render of a DNA strand came on screen. "Hmm, this is odd. It looks…normal, at least on the surface."

"Try deeper, Hank, down to where the X-gene is," Professor X says.

Beast typed in a few more commands and the strand gave way to more compacted protein strands and enzymes. His eyes widen substantially. "My Lord," he said in a hushed whisper. "I've never seen anything like it."

"What is it?" Wolverine asks, now interested.

"Take a look at this." Beast then split the screen into two more sections, with Peter's sample in the middle of the other two.

The one on the left displayed a normal strand of DNA, as designated by the heading at the top. The one on the right displayed a basic mutant strand.

"Mr. Parker's DNA is unlike any I've ever seen," Beast explained. "Unlike an X-gene, his mutation appears to be fully integrated into his base DNA. That's why Cerebro couldn't detect him, Professor."

"There was no glaring signal from an X-gene," Xavier added. "This would mean that Mr. Parker's mutation isn't natural."

"So the kid's _not_ a mutant?" Wolverine inquires. "Coulda fooled me."

"In the technical sense, he's an enhanced human, like your brother," Hank said to Xavier. "Professor?"

Xavier's eyes were transfixed to the monitor. "I'm sorry, Hank, but it looks like his mutated genes look irradiated."

"What?" Hank examined the DNA strand again and zoomed in on it. "You called it, Professor. It looks like a heavy dose of radiation is confined to just his mutated cells. Hmm, that's weird."

"When you say somethin's weird, it's usually not good," Wolverine says.

"It looks like his mutated cells seem to have formed their own DNA chain," Beast explains. "Looks like I'm working overtime to find out what this separate chain is."

"You'll find out, Hank," Xavier said. "I have faith in you." He then wheeled himself out.

"I need a beer after this," Wolverine muttered and left.

Beast chuckled and continued to type away at his computer.


	7. Odd Happenings

Peter finished dressing back into his street clothes, after ditching his new uniform in the hamper, since the material made him sweat. He then noticed a plate of cookies on his desk, along with a note. He picked it up and read it aloud.

"'Like, welcome to our family, and I hope that you enjoy these cookies I baked for you! Kitty. P.S., please don't throw them out.'"

Peter was about to take a bite from one of the cookies when he heard Rogue's voice.

"I wouldn't recommend eatin' one of those," the Southern Goth warned.

Peter wore a smirk on his face and was still ready to eat a cookie.

"I'm warnin' you," she added with a serious tone.

Peter decided to take her word for it and dropped the cookie. It busted the desk with a hard _thunk, _taking out a corner edge. It then rolled onto the floor and got stuck in the rug. Oddly enough, it left no crumbs behind.

"Well, Aunt May always warned me not to eat cookies that defy the laws of physics and I never believed her," Peter said. "Please tell me that she's been getting better."

"At least it's not a muffin," was all Rogue said before she went to her room.

"Note to self: Stay away from Kitty's baked goods," Peter said and was about ready to toss them in the trash when Kurt stopped by.

"Ooh, cookies!" the German mutant exclaimed.

"You want 'em?" Peter asked.

"Gimme, gimme, gimme!" Kurt exclaimed and began to eat them by the handful. When the dish was empty, he felt a sharp pain in his stomach. "I don't feel so good." His blue fur began to turn green.

"Hey Kitty, thanks for the cookies!" Peter shouted across the hall.

"You're, like, welcome!" Kitty shouted back, a bit giddy.

Kurt groaned loudly and made a hasty retreat for the bathroom.

"Glad that wasn't me," Peter said and dropped on his bed. "This whole academy thing just might work out after all."

He dozed for a good while until he heard someone enter his room. He immediately bolted to his feet and nearly caused Jean to fall over in fright.

"Oh, Jean, I'm sorry, I thought you were someone else," Peter said. _Come to think of it, she looks kinda like M.J._

"Who's M.J.?" Jean asks.

"Uh, that's not important right now," Peter answered, a bit hesitatnly. "Gotta watch what I think around here, apparently. So, what brings you here?"

"Peter, I was wondering if can tell me why it is that Duncan tried to beat you up," Jean answers hesitantly.

"Not a real big deal, other than I'm a nerd and he's a jock. Mortal enemies are we, just like Jedi and Sith, or Tony Stark and Bill Gates."

"It has to be more to it than that. Tell me," she pleaded.

"Okay, here it is: He thought I was, quote-unquote, 'stealing' his, quote-unquote, 'girl' from him, i.e. you."

"_What?_" was all Jean said.

"Yeah, I believe his words were, 'And I suggest you stay away from Jean. She's _mine'_."

Jean stared in shock at what she was told. "That can't be true."

"Hey, you're the psychic. You tell me. Go on, it's okay."

Jean took in a deep breath and began to probe the top layer of Peter's mind. She felt a strange buzz in the back of his subconscious and ignored it when she found the information she was looking for.

"_And I suggest you stay away from Jean. She's _mine_."_

"_Yours?"_

"_Yeah, she's mine. Got a problem with that, nerd boy?"_

"_So how does Jean feel about this?"_

"_Who cares? She's hot!"_

Jean pulled out of Peter's mind. She was visibly angry. "I don't believe it! He's only going out with me because he thinks I'm hot?" She growled and marched out of Peter's room.

"Take no prisoners!" Peter said.

Scott walked by when he saw Jean, steaming and fuming, come out of Peter's room.

"Hey Pete, what's up with her?" he asked.

"She's gonna dump Duncan tomorrow," Peter answered with a grin.

"Really?" Scott said astonished. "Wow. I don't believe it."

"You gonna ask her out?"

"Yeah! Uh…I mean…uh, what?"

"You got a thing for redheads, don't ya?"

Scott grinned in response.

"Go get 'er, man, but be careful," Peter warns. "She can read minds."

Scott smiled widely and walked off.

"Ah, young love. 'Course, this begs the question: Would she have found out later and dumped him in a spectacular fashion in front of the whole school?" He thought about that and added,"Maybe in another universe." Peter dropped back onto his bed and dozed off again.

* * *

Sebastian Shaw swirled his brandy with one hand as he gazed at it in ever-lasting wonder. He had a certain appearance that seemed to evoke feelings of the 18th century to those near him. He had decided to wear a more contemporary suit for his latest outing, other than the green, crushed velvet Victorian-era suit he usually wears. He was currently sharing a table at an exclusive restaurant in New York City.

"You come to me with an interesting proposition, Magnus," Shaw said to the man next to him, dressed in a fedora and long coat. "But tell me, why exactly should I help you put together your latest group?"

"The Brotherhood is falling apart, Shaw, and I need new recruits," explains the man in the hat. "You of all people should know about potential…members."

Shaw chuckled. "Indeed I do, _Magneto_, and I carefully screen potential members of my Hellfire Club. Fewer still manage to enter the Inner Circle."

"Don't you give me that dribble!" Magneto said, his voice rising. "If you're not going to cooperate with me, I'll take the girl!"

"Emma?" Shaw inquired. "You can try and take her from me, O Master of Magnetism, but you can't. After all, the way you're powers work..."

Magneto growled. "You're powers won't always save you and I intend to be there when they fail."

Shaw chuckled derisively. "I can withstand a hefty amount of punishment, Lensherr, and I'll tell you this: The best thing you can hope for is to throw a tanker at me and hope for the best. Besides, Emma is all that is keeping us from being detected by Xavier, remember? After all, you designed that computer he uses."

"That may be so, but Emma is one of the few psychics that rival his power," Magneto states. "She is all I need."

Shaw took a long look at the eyes under the hat. Usually they were eyes of a burning hatred for humankind, the result of miraculously surviving the concentration camps of World War II. Now, they were the eyes of desperate man.

"Since you left that walking carpet pile outside in the gutter where he belongs, I just might have some potential recruits for your Acolytes, was it?" Shaw produced a few files from his jacket and spread them out on the table.

Magneto glanced quickly at Shaw, then perused through the files. His eyes glanced through them rather quickly and he was pleased with what he saw.

"These three make excellent candidates," he said after a few minutes. "I'm afraid I'll have to pass on the other six."

"Magnus, you wound me," Shaw says in mock hurt.

"The rest are not mutants," Magneto says sternly.

"Maybe not, but there might be a reason why SHIELD has them under lock and key in a secluded base in New Mexico," Shaw reasons. "After all, Xavier has enrolled a non-mutant into his 'prestigious' academy. Why can't you do the same?"

"Even if I wanted to, I'd need to distract Charles from my true objective."

"If it's a distraction you need, Magneto, why not use…his family?" Shaw suggests. An evil smile spread itself across Magneto's lips. "And I do hope you managed to save one of those Cyttorak gems. You may need it."

Magneto chuckled and promptly left.

"A predictable creature to say the least," Shaw chuckled. "Too bad you'll meet your fate, just like all the others. I rather liked him."

* * *

It was almost one in the morning when Beast decided to stop for the night. He ran various programs and scenarios to determine the exact radiation that had bonded itself to Peter Parker's DNA. When that proved futile, he moved onto the integrated, mutated genes. The more he glanced through the strange mutation, the more Beast felt weary.

"Alas, I may not find an answer this night," he sighed.

He jumped out of his chair and stretched the kinks out of his back. With a groan, he cracked his knuckles and removed his eyeglasses. With a loud yawn, he proceeded towards the exit. He stopped in his tracks when his computer beeped shrilly.

"Patience is indeed a virtue," Beast stated and leapt back into his chair. With a few keystrokes, he stopped the shrill sound and hastily read through the computer's report. "Let's find out just what mutation you have, Mr. Parker."

Five minutes passed and Beast was still compiling the data. When he came to the end of the data stream, he slumped in his chair.

"How is this possible?" he asked the screen. "The radiation in his cells was one thing, but _this_. It's a wonder it hasn't mutated him further. Better tell the Professor this tomorrow."

Beast typed in a command on his keyboard and the data was downloaded to a CD-ROM. Once he ejected the disk, he scribbled "Parker: 2nd DNA results" with a nearby Sharpie.


	8. New Relations

When five a.m. rolled around, Peter found he couldn't sleep anymore. He felt well rested and rejuvenated for the first time in months, despite having a dream where he was talking to his Uncle Ben as they were riding around in his 1974 Oldsmobile. He jumped out of bed and felt a squishing sensation around his toes. He looked down and saw his sneakers were soaking wet with a note attached to them.

"Now we're even," the note read.

"Jeez," Peter said. "When he froze my leg to the kitchen floor, I thought we were. But then again, I did almost barely try to break the guy's arm. Guess 'Sorry' wasn't enough."

He picked up his shoes and looked them over. When the rubber-stripped soles of the shoes began to leak a strange liquid on the rug, Peter's eyes narrowed.

"Bobby Drake, this means war. But war can wait. I need waffles."

He wandered out into the hall, with his outfit for the day tucked under his arm, and nearly slipped on a thick patch of ice right outside his door. Peter shook his head as his feet managed to stick to the ice.

"Gotta do a lot better than that, Bobby," he said.

He ducked into the bathroom and enjoyed a ten-minute hot shower. When he was done, he quickly got dressed in one of his usual red-and-blue outfits, which he found a bit weird since that was all he seemed to have in closet. He quickly brushed his teeth and went back out into the hall, where he saw Scott waiting.

"Not fun to wait, is it?" Peter asked.

"Ha, ha," Scott replied before he ducked in.

"Just remember, Pete, all that stands between him blowing you up is a pair of sunglasses," Peter said as he went back to his room, hoping that his shoes were still able to be worn.

* * *

Rogue groaned slightly as she heard the _click_ coming from Kitty's stereo. She opened her eyes and waited for the radio to blare. Two seconds later, a loud bubblegum pop tune flooded the Southern Goth's ears. Rogue growled in frustration, leapt out in the hall, and slammed the door shut.

"Why does she use it for an alarm if she doesn't wake up?" she asked herself. "Why me?"

"Maybe it's something you've done in a past life," said a voice from behind her.

Rogue shrieked and turned to face Peter. "Oh, it's you," she said, her voice squeaking slightly.

"Sorry about that," Peter said. "It's been a while since last I've been able to sneak up on someone."

Rogue cleared her throat. "What's up?"

"My shoes," Peter answers, holding up a pair of rapidly deteriorating red sneakers. "It would seem that Bobby Drake does not consider freezing my leg to the kitchen floor to be even."

"You did try to break his arm," Rogue reprimands. "Did you really think sayin' 'I'm sorry' was really gonna cut it?"

"Worked on Jubilee." Peter grins. "Quick question: You got any shoes I can borrow until I get some new ones?"

"What makes you think I got somethin' you can wear?"

"I figure with those big ol' boots you wear, you might have something in my size."

Rogue thought on this and went back into her room.

* * *

As the early morning dragged on, more and more of the mansion's residents woke up. Pretty soon, the kitchen was bustling with activity and Peter had retreated to the mansion's garage, where he saw Scott still shining his car.

"If you keep that up, you're gonna buff that thing down to its primer," Peter says with a grin.

"I'm not gonna strip the paint off, all right?" Scott replies. "Besides, I'm not that much of a car nut."

"No, but you gotta get rid of that thin layer of dust that shows up everyday, right?"

Scott chuckles. "At least you understand."

"I understand that you love this car more than most guys love _their_ cars. So, did you talk to Jean?"

"Nah. I figure I wait until she officially dumps him before I make my move. Can I ask you question?"

"Yes, but shouldn't you have said 'May I ask you two questions?' or 'I got a question for you'? But I'm willing to let that slide."

"Okay, here is my real question," Scott said, after finishing buffing the hood of his car. "How did, uh, you and your girlfriend hit it off?"

"I'm not entirely sure, to be honest with you," Peter replied. "But like most guys our age, I decided to ask my blind lawyer for advice."

"Wait, you got a lawyer?" Scott asks.

"Yeah, I got a lawyer. I believe any kid living in New York under the age of eighteen needs a lawyer. He's not only my attorney; he's my best friend. Well, _now_ he is."

"Couldn't you have asked someone else?"

"I would, but the only other person I know that could get with the ladies never had a relationship for longer than a week, plus he's in rehab now. And my lawyerly friend has managed to hold onto a green-eyed, raven-haired beauty from Greece. I don't know how he did it but I figure things like that are best left unanswered."

Scott chuckled. He then looked down at Peter's feet. "Any particular reason why you're wearing spiked boots?"

Peter groaned slightly. "Bobby thoroughly trashed my shoes after our little football practice yesterday. Rogue's loaning me these until I can get some new shoes."

"Rogue has a pair of boots in her closet that fit you?"

"Again, I say some questions are best left unanswered. Don't you?"

They shared a quick laugh and then went back into the mansion. The sounds of a houseful of mutants trying to get ready for school assaulted their ears. Scott and Peter exchanged a quick glance and went back outside.

* * *

Jean had cornered Duncan in the school's main hallway and was visibly yelling at him. A small crowd had gathered around the arguing couple, but it wasn't thick enough to block Peter's view of the action. Although he couldn't read lips, Peter had a good idea what they were saying.

"Dude, what's going on?" Evan asks Peter, as he passed by.

"_Jean and Duncan_: The Final Episode," Peter states. "Wanna watch?"

"Yeah!" Evan exclaims. "Do you have any idea what's going on?"

"Sure. Jean's basically berating Duncan about the only reason he's going out with her is because of her looks. Duncan is now digging his grave even further by saying her looks aren't all he's interested in, but how good he looks with her."

Jean visibly groaned.

"The hammer's about to be dropped," Peter stated.

"How can you tell?" Evan asks.

"You see enough breakups between quarterbacks and their girlfriends, you know what to look for," Peter said. "If she does this right, she's gonna make him look like an idiot and no other girl's gonna have interest in him."

"What'll do it?"

"At this stage of the breakup, I'd say Jean's gonna let him have it with either the 'we're through' or the equally effective, rarely seen 'I never wanna see you again'. Either way, Mr. Matthews is gonna be super pissed."

"We…are…through," they heard Jean say in an aggressive tone, "And I never want to see you again."

Duncan stammered before shouting, "Fine! I don't need you! You'd be surprised how many girls I had to turn down because of you!" The quarterback then stormed off.

The crowd quickly dispersed and Jean approached Peter. "Thanks," she said. "I don't know why I didn't see it sooner."

"It's high school, Jean," Peter explained. "Doesn't have to make sense."

Jean smiled and walked down the hall.

"Well, this was a good way to kick off first period," Evan says.

"Yeah, it was," Peter says. "See ya, man."

The rest of the school day dragged on at a predictable pace, as is any institution that demands rigid conformity to the rules. Lunch rolled around and Peter was a bit on edge, before he sat at the table most of the X-Men were sitting at.

"You all right?" Rogue asks.

"I'm fine," Peter said. "Just let me know if you see Matthews."

"Like, why?" Kitty wondered.

"The guy tried to pound me into the ground yesterday and I'm quite sure that's one thing he would like to finish," Peter explained. He then felt his spider-sense shot up. He tried to ignore it but it seemed to be drilling into the back of his head.

"You sure you're all right?" Rogue asks, more concerned.

"Just a headache," Peter lied.

"Hi, Rogue!" exclaimed a female British voice.

"Oh, hey, Risty," Rogue said.

Peter turned around and saw a girl about Rogue's height with a punk-style haircut. He didn't know why but this girl was making his spider-sense spike.

"Is your friend all right, Rogue?" Risty asked. "He looks ready to throw up."

Peter groaned slightly and the coloring in his face seemed to drain away. "I just need some air." He got up and ran out of the cafeteria.

Risty watched him go with a strange mix of confusion and intrigue.

* * *

Peter scaled the outside of the school, as stealthily as he could manage, and paced around the roof to clear his head. The last time he felt his spider-sense do that was shortly before he found the truth about Norman Osborn.

"I get the feeling it's trying to tell me something," Peter muttered. "At least it stopped."

"Parker! There you are!" shouted a voice that almost caused Peter to spring out of his spiked boots.

The brown-haired teen turned around to see Dr. Samson by the rooftop access door. "Hi, Doc!" Peter said. "Caught me by surprise, there."

"Sorry about that," Samson said. "I like to come up here and clear my head. Good thing I found you."

"You went looking for me?" Peter asks.

"Well, yeah. I've been reading over your transcripts and you may have a very fascinating career in science."

"Yeah, and when that doesn't pan out, I could always teach science classes at my old high school."

"You have a sharp wit about you, Mr. Parker, but the real reason I've decided to look for you is that I'm putting together a field trip for some of the school's best and brightest and thought that you would like to join up."

"Where to?"

"Stark Enterprises is putting together an exhibition of some of their newest toys and there is a small percentage of this school that would get maximum enjoyment out of it."

"Cool. When is it?"

"Next Friday, after school. Think you can make it?"

"Yeah!"

"See ya there." Samson then went through the roof access door.

Peter let this information sink in and shouted with glee. He was about ready to drop to the ground when he saw Scott walking towards Jean, who was sitting on a set of steps.

"Well, well, what have we here?" he said.

* * *

Scott found Jean sitting on the steps that lead to the school's east side entrance. He cleared his throat and nervously ran his hand through his hair. He took an unusually long breath and approached her.

Jean noticed Scott coming towards her and wondered why he was so nervous.

"Hi, Jean," Scott said. "Are you all right?"

The redhead psychic sighed. "I'll be fine, Scott. It's not everyday you break up with the quarterback."

"I wouldn't know anything about that." Scott sat down next to her. "Uh…Jean, there's something I've been meaning to ask you, but I'm not entirely sure how to say it."

Jean's emerald eyes locked with Scott's ruby glasses. "Just come out and say it, Scott."

Scott took a deep breath. "Okay, here goes. Jean, we've known each other for a long time. I mean, we were the first two kids to join the institute, and we've become such good friends…"

"Scott, get to the point," Jean interrupted.

"Would you interested in going out to diner sometime?" Scott asked with slight hesitation.

A wide smile stretched itself across Jean's face. "Why, Scott Summers, are you asking me out on a _date_?"

Scott stammered. "Uh…uh, maybe just dinner and a movie, possibly."

"Scott, I would love to, and it's about time you asked." Jean gave him a slight peck on the check. "How's Friday?"

"Friday's good," Scott answered in a dazed voice.

"Okay, then. Friday it is." She went up the steps and back into the school.

Scott sat there for a few minutes mulling over what just happened. When it finally hit him, his eyes lit up and he jumped for joy.

"Whoo-hoo! I have a date with Jean!" Scott exclaimed to the heavens.

"Easy, man," Peter's voice said. "Some of us are trying not to go deaf."

Scott looked around and saw Peter sitting against the wall, a few feet above his head. He then kicked off the wall and landed next to Scott.

"You did it, man, you asked her out," Peter said. "How do you feel?"

"I feel great," Scott replied. "I guess I should be grateful."

"How's that?"

"By the time she figured this out, I might've been stranded in Mexico."

Peter looked at the slightly taller boy with confusion. "Why would you be in Mexico?"

"I…don't know," Scott answered just before they went back inside.

* * *

"Hank, you are absolutely sure about this?" Xavier asked.

"Professor, I am positive," Hank said. "Mr. Parker's DNA has somehow been integrated with an irradiated strand of mutated spider DNA."

Xavier sighed. "How do you think this happened?"

"Elective surgery, scientific experimentation, or any number of variables ," Beast answered. "All I truly know is that the spider genes integrated in Mr. Parker are not from one particular species of spider. It appears to be a combination of various spiders, which suggests a mutated spider with unstable DNA chains. The radiation I found may have acted like a catalyst to hold it together inside him, but it's on a delicate balance."

"How so?" Xavier asked.

"Anything done to possibly alter the mutation may result in further mutation of a level I do not know," Hank answered with a sigh.

"This is interesting news, Hank," Xavier stated. "We must be careful with what we do with it. This may explain why Mr. Parker is open to the idea of being with others like him. He thinks we're just like him."

"You didn't read his mind to find out?" Beast asked, intrigued.

"Seemed rude at the time, but I have more pressing matters to attend to." Xavier turned his chair around and placed a specially designed helmet on his head.

A set of computer keys opened up on a large platform that was connected to the floor and rose to the Professor's wheelchair height. He tapped at a few keys and a large map of the United States appeared before him. Xavier then enacted his psychic powers and the stainless steel, doomed room he and Beast were sitting in suddenly turned blue and then red.

"Trying to find a new mutant?" Beast asks.

"Hopefully I'll be able to this time," Xavier answers. "There." A small blip appeared on the map. "This time it's in Boston. Last week I picked it up in somewhere in Maine."

"What's causing to move and why haven't you been able to get a definite fix?" Beast asks.

Xavier tapped in a few more commands. "One reason being that there is a more powerful mutant out there whose ability is covering the other signature, located here." He pointed to North Dakota. "Whoever this mutant is has managed to actually block a more accurate analysis."

"Can't you focus harder?"

"If I wanted to kill this mutant, then yes. The other reason I've not been able to fully identify this signature is simply the X-gene has yet to fully materialize."

"It's dormant and waiting to come out?" Beast inquires.

"Precisely," Xavier says. "I suspect I'm only able to pick it up only when this mutant enacts his or her powers. It would appear that I have to focus on this other signature first."

The Professor inputted a series of commands into his computer and a three-dimensional representation of a teenage girl with a shock of green hair.

"Lorna Dane, resident of Valley City, North Dakota," Xavier recited. "I'll investigate the girl this weekend with Storm. So, Hank, it will be up to you and Logan to keep the peace."

"You can count on me, Professor," Beast said with a salute.

* * *

"_Anything done to possibly alter the mutation may result in further mutation of a level I do not know,"_ Hank McCoy's voice said in a dark room.

The fingers of a man shrouded in shadow drum meticulously on an oaken desk. His eyes narrow and his other hand clenches into a fist. A low growl emanates from his throat.

"So, Xavier's enhanced human has a delicate mutation, and unlike the Star-Spangled Avenger, is somewhat stable," the man said in his strange voice.

"Do we relay this information to Shaw?" asked another man, standing before the desk with light streaking across his purple suit.

The red eyes of the first man glowed with anger. He pointed two fingers at the other's chest, and a burst of energy erupted from his fingertips. The man in the purple suit let out a strained gasp as he was blasted against the far wall with a sickening crunch. Heslumped to the floor and groanedThe man walked around his desk and stepped on the other's throat.

"Know this, Ruckus, _I_ decide what we give that fool Shaw, understand?" he growled.

"Yes, Mr. Sinister," Ruckus gasped.

"Good."


	9. Explanations

Sabertooth gazed at the massive crimson ruby grasped in Magneto's hands with a mix of worry and confusion. "You ain't gonna mutate me again, are ya?" the feral mutant asked.

Magneto gave him a sideways glance. "Victor, I have no intention of using this ruby on you. Besides, this is the last gem of Cyttorak in existence."

"You sure?" Sabertooth asks.

"Yes, I'm sure. After Summers and his brother destroyed Asteroid M, all my gem fragments fused together from the massive heat implosion. Since then, this gem has been absorbing others of its kind, no matter how far stretched across the planet, save for one piece," Magneto explains.

"How so?"

"All the gems originated from one massive ruby, and it was, according to folklore, mystically destroyed. It was done to thwart the rise of the Juggernaut, the exemplar of the ancient god Cyttorak."

"Juggernaut? Ain't that what Xavier's brother calls himself?"

"Indeed, my feral friend. Unfortunately, Mr. Marko had only a small fragment of the ruby when he unleashed its power. Had Charles not decided to intervene, thusly interrupting the ritual, his brother would have been able to absorb the full power of the Juggernaut. My guess is that when he acquires this ruby, he'll be able to access _all_ of Cyttorak's power."

"Then what? It took Xavier's kids and our old team to try and stop him, and they barely did it."

"I don't need the Juggernaut on my side, Victor. He can be defeated but all I need is for him to cause such a distraction to divert Charles' attention while I see what these six 'enhanced' humans are truly capable of. Shaw seems to think they are worth something and Charles _did_ go to the trouble of enlisting one."

Using his power of magnetism, Magneto called an elegant stand, made of pure iron, to him. He then set the ruby on the stand and proceeded to his new base's exit.

"But first, I'm off to Louisiana."

* * *

Peter's brand-new red Nikes squeaked slightly as he crawled on a hallway ceiling. The shoes fit all right, and were almost reasonably priced, but what he didn't like was the excessive amount of rubber on the soles. The soles of his old shoes had been worn away enough for him to keep them on as he climbed. 

"Gotta thank Rogue for the advice about that shoe store in the mall," Peter said. "Wearing thick boots apparently gives you insight into what places have the best stuff."

He dropped from the ceiling and effortlessly landed in a crouching position, similar to the one he adopted when he donned his Spider-Man identity. The teen took a quick look around to make sure no one saw him. The last thing he wanted to do was explain why his shoeprints were on the ceiling and the odd pose he was in. He stood up and brushed away some gathered dust on his jeans.

"Apparently they don't dust the ceilings around here," he muttered. He walked out into the main hall of the second floor and saw Evan run by. "What's goin' on?"

Evan said, "Danger Room session. Everyone's heading there now. Cool shoes, man."

Peter looked quickly at his new sneakers. "They oughta be. Cost me forty bucks."

Evan chuckled and ran into his room, presumably to get his X-Man uniform. Peter shrugged and went to his room to get his mandatory uniform. He sighed as he held it.

"It has all the trimmings of my first costume," Peter lamented. "It's hot, it chafes, and it doesn't fit under my street clothes." He quickly suited up and ran out of his room. He returned a second later to stash the web-shooters attached to his wrists. "Don't wanna have an unfair advantage."

Peter ran out of his room again and executed a perfect backflip over the banister. Barely touching the floor when he landed, he sprang into the elevator at the base of the stairs. He found himself crammed in with Berzerker, Sunspot, Multiple, and Iceman. Three of the four took a step back, since they heard about what happened to Jubilee and Magma.

Peter fixed Bobby with a glare. "You sure we're even?"

"Yeah, we're cool," Bobby replied.

"Better be. I can't afford two pairs of shoes in the same week."

The elevator descended into the Danger Room and they piled out.

* * *

Professor Xavier looked over the Danger Room sessions for the day. The X-Men were given the task of trying to stop his stepbrother, Cain Marko, as he rampaged through a power plant in the Southwest. The good news was they were able to remove his helmet, which left his mind open to a series of psychic bolts from Jean, for his body is far too invulnerable for direct attacks. The simulation quickly went in Cain's favor when he picked up his helmet and used it as a projectile to strike down Jean. The rest of the simulation grew steadily worse from there. The only good thing that arose was Cyclops unrestricted power was able to knock Cain back, if only for a few feet.

"Good thing it was only a simulation, Professor," Beast said. "Imagine if it was the real thing."

Xavier sighed. "Yes, but my brother's power is a most difficult thing to overcome. But _this_ is what has me concerned."

A second monitor in his office's wall detailed the session the New Mutants had. The basic objective was to run through a labyrinth and avoid getting struck down by the overhead lasers.

"Not only did Mr. Parker manage to navigate the maze with little difficulty, but he is the only one without a scratch on him," remarked Xavier. "What do you think, Hank?"

"Since his DNA has somehow been bonded with that of a mutant spider, I'd say his acrobatic abilities are on the same level Kurt's, if not more so. But even as much as Kurt can teleport, he couldn't avoid all that chaos."

"How much do you know about spiders?" Xavier asked.

"Not enough to know what it is we're dealing with here. But it would appear that Mr. Parker's level of experience with his powers is on par with the X-Men," Beast explained.

Xavier contemplated this for a moment before turning the monitors off.

* * *

"All right, fuzz head, here's your new web page." Peter hit a button on his keyboard and the image on his monitor changed to a listing of the _Daily Bugle_'s top stories for the day, along with the paper's new logo. "Web designer, superhero, science geek—I can do it all."

He hit a series of complicated keystrokes and hit ENTER. A dialogue box popped up that read: PAGE UPDATE SUCCESSFUL. Satisfied, Peter saved his work and leaned back in his chair.

"I'm the man," he said with a chuckle. A steady knock came at the door. "Who is it?"

"Professor Xavier. May I come in?"

"Okay." Peter flipped over his chair and landed on his bed just as Xavier came in.

The wheelchair bound Xavier overlooked Peter's room, and found it to be slightly reminiscent of how Jean keeps hers clean. The only difference being the heavy metal posters plastered to the ceiling.

"Uh…Professor?" Peter says with a wave of his hand. "You all right?"

"Oh, yes. I'm quite all right, Peter. Lost in thought, I suppose. Ahem. Peter, some interesting news has come to my attention."

The teen's eyes steadily widened. "You're gonna kick me out, aren't you? Look, everyone can attest that I didn't start that fight."

"What fight?"

The muscles in Peter's face suddenly relaxed. "Exactly. What did you wanna talk about?"

"Peter, I'll get right to it. Do you know what a mutant is?"

"Sure. A mutant is the term given to an organism that displays a genetic anomaly that differentiates it from the norm. It's also the name of the group I've been placed in. Why?"

A sly grin came across Xavier's face. "Peter, your mutation and abilities are the result of outside forces, correct?"

"Yeah, so?" Peter said nervously. "I mean, isn't that what happened to everyone else at this school?"

"No, Mr. Parker, you are the only one."

This latest revelation about the school hit Peter hard. When the coloring in his face returned to normal, Xavier explained in great detail about the large, so-far unseen world of mutants. Peter found it to be interesting since everyone at this school has had to live with their powers since birth, and he's only had to live with his for almost two years. It also explained why Nick Fury wanted him to tone his heroics whenever possible. After all, he knew a few people that wouldn't accept the idea of a hero that was so drastically different than the people he protected. When Xavier was done, Peter relaxed slightly.

"So, you train these guys to prepare for the possibility of a world that will fear mutants?" Peter states, summarizing Xavier's speech.

"Yes, I do," the Professor says with a sigh. "Mr. Parker, I don't want to know just yet how you obtained your powers or how you gained the experience to fully utilize them, since I believe that you will tell me when you feel the time is right, but I will say this: I'd much rather know what other abilities you have, so we can accomodate your upcoming solo training sessions to your needs."

"Okay, here we go," Peter muttered. He noisily cleared his throat.

Xavier listened intently to the list of powers the teenager explained he had. He was surprised to hear about his super strength and how much he could lift. Peter theorized that at his peak he would be able to lift 200 times his own weight, but currently he could only lift 100 times his weight. An indirect result of his super strength was his heightened speed, that Peter clocked at roughly 72 miles an hour.

Xavier fixed him an intrigued look.

"I was running after my bus," Peter explained simply. "It was doing 65 and I was able to keep up with it."

Peter continued on about his powers and explained in great detail about his agility and the possible mechanics about his wall-clinging abilities. Hearing about Peter's "danger sense" sparked an interest in Xavier.

"This sense allows you to perceive any and all dangers around you?" the Professor asked.

"Any and all potential dangers that are close to me," Peter explains. "Depending on the severity of the danger and how close it is, I'm given just enough time to get out of the way. But if I'm up in the air, that's a little tricky. I think it's an underdeveloped precognitive ability."

"How does it relay this information to you?"

"It's a buzzing at the back of my skull. I have no control over it, other than I can ignore it, but that causes more problems than solutions."

"How so?"

"I got a real massive headache as a result. Once I stopped though, my head stopped throbbing and my acne went away. Don't ask."

Xavier cleared his throat. "Yes, well, this has been informative. Now, Peter, I hoped that learning about mutants has not influenced you to leave."

"Not at all, Professor," Peter said, "not at all. I finally found a place where I fit in and I ain't leavin' any time soon."

Xavier chuckled softly and left.

Peter fell back on his bed and let out a loud sigh. He turned his head to his closet and saw a shining eye stare at him. He walked over to the closet and pulled out his mask. He examined it intently and found a single blonde hair on the missing eyepiece. His finger traced the outside of it, where it was scorched from a high-powered incendiary device. He traced the same area on his face, where the device burned away some his skin and hair. The skin eventually healed and his hair grew back, but explaining to his aunt why he suddenly decided to wear thick sunglasses in the meantime wasn't easy.

"I gotta get outta here," he said. "I'm about to have a conversation with my mask."

He threw his mask back in the closet and pulled out his red sweater. He gave it a quick sniff and threw it back.

_Gotta wash it soon or I'm gonna attract bugs._

He then pulled out a hooded red-and-blue coat. He found it weird how much the jacket's design reminded him of his costume, but he didn't dwell on it much. He had better things to do than think about the designs of a jacket Gwen Stacy gave him.

* * *

The wind whipped past Peter as he swung above the busy, night-time streets of Bayville. When he started out, the sun was getting ready to go down and he had to regulate his web-slinging to as high above the buildings as he could manage. Once it had gone down, he could maneuver more freely over the small city.

He groaned slightly as he landed on a billboard. He stretched out and rubbed his throbbing arms.

Peter said in a mocking tone, "I'm Daredevil. I can swing across the city on a gas-propelled grappling hook that makes me look like Batman." He sighed and hung his arms. "Matt _is_ right; I _am_ outta shape. A couple hours of web-slinging, and my arms feel like Jell-O. Eh, could be worse. I could have four more arms and _really_ have something to whine about."

He pulled his hood back and took off his goggles. He brushed away some sweat on his forehead and cracked his neck. He sighed in relief and dusted off his hands. He put his goggles back on and slipped his hood back on. When the feeling returned to his forearms, he picked a direction and fired a web line. He was ready to disembark when he heard the unmistakable sounds of a fire truck going by.

"Looks like somebody's playin' arson," Peter said and quickly followed after the truck.

Peter had no real idea where he was going, since the only other place he'd been was the mall to buy his new shoes, but he managed to drop onto the building right across from a burning apartment complex. He took a look at the street and found it swarming with police cars and fire trucks.

"Looks like these guys have everything under control," Peter said. "I don't even know why I even…"

He was cut off by a commotion coming from the street.

"Please! Somebody! My little girl's still in there!" a woman shouted as she was trying to break through the barricade the police set up.

"Lady, please, we can't let anyone in there just yet!" the supposed cop in charge said.

Peter looked from the ensuing shouting match between the concerned mother and the cop and the burning building.

"Now or never, web-head," Peter said and took a running leap off the roof. He suddenly found himself in a red-hot inferno. The sight brought back an unpleasant memory.

"_You're pathetically predictable,"_ a voice in his head said.

"No time to reminisce now, nerd boy," Peter said, absently rubbing the side of his face. "I gotta find this girl or else Xavier's gonna have a hard time explaining to Aunt May why her only nephew's charred body was found in a burned down building."

He went down to the next floor and called out for anybody left in the building. He continued this process for two more floors until he got a response.

"Help me!" a young girl's voice shouted.

"I'm coming!" Peter shouted back.

He charged through a burning hallway and tracked the sound to two possible apartments. When he heard the girl's scream come from the apartment behind him, he mentally swore.

"How Matt does this, I'll never know," Peter muttered in frustration.

He kicked down a door and trudged through the burning living space. The girl's next shout came from the bathroom. He knocked what remained of the bathroom door off its hinges and found the girl, an eleven-year-old with messy brown hair.

"Who are you?" she asked nervously.

"I'm the guy who's gettin' you outta here, so hang on." Peter grabbed the girl and flung her over his shoulders. "Whatever happens, don't let go."

The girl nodded and Peter ran to a window. The ceiling came crashing down and blocked his away. The girl screamed and Peter swore under his breath. He looked up and saw a good anchor point.

Peter said over his shoulder, "Hang on! This is where things get wild!"

A thick strand of webbing erupted from Peter's web-shooter, much to the surprise of the little girl on his back. It adhered to a burning beam and Peter gave it a firm yank, making sure it would hold. He pulled the line down until it grew taught. With a loud grunt, the web line grew slack and Peter and the little girl went up through a few floors. They landed on the top floor. Peter brushed away some embers on his jacket and checked to see if the girl was all right. That's when he noticed her pajamas.

"You like spiders, huh?" Peter asked.

"Yeah," the girl answered. "Spiders are cool."

"Indeed they are, but let's get outta here first." Peter took off in a hurry, and jumped out the remains of the window he previously jumped through.

The girl shrieked as they flew through the air. She stopped when she found they were sticking to the side of a building. She gasped in surprise and shock. "Wow," she whispered.

Peter found his feet having a hard time letting go of the brick wall. He looked down and found the soles of his shoes had melted to the brick.

"This is not the way I wanted to break in my new shoes, but it works," he muttered.

With a loud grunt, he managed to pry his shoes off the wall and began to scale down the side of the building. He was a little surprised that his feet were no longer impeded by the thick rubber of his sneakers. About halfway down, Peter slacked on his adherence and slid down to the street, much to the delight of the girl on his shoulders. Once he detached himself from the building, Peter bent down and the girl jumped to the ground.

"Thank you," the girl said.

"No problem," Peter said. "It's what I do."

The girl smiled. She ran down the alley spotted her mom, still arguing with the cop, and ran to her. Peter watched her go with a mix of happiness and a fuzzy feeling. He smiled and climbed back up the building.

"Mom!" the girl shouted.

The shouting match between the mother and the cop ended as the girl ran into her mother's arms.

"Oh, Mattie!" the woman cried. "I thought I lost you!"

"I'm fine, Mom," Mattie said. "The spider man saved me."

Mattie's mother fixed her with a confused expression as she continued to embrace her.

Peter gazed down on the happy reunion. "Now I remember why I did this in the first place," he sighed. He turned around, ready to head back to the mansion, when he saw a plume of fire erupt from a faraway building. "An arson's work is never done, and neither is the responsible hero's."

* * *

**Author's Notes:** Well, true believers, I hope this was worth the wait. I tried to update sooner, but I figure you guys would forgive me, since Agent-G's "Return of Spider-X" finally introduced Venom (There's a shameless plug for ya).  
These are longer chapters than I'm used to writing and that takes time. I plan on doing a forum about this story so I can cut down on the exposition I need to tell and to better define my take on a few Marvel and some Evolution characters. Look for that in the near future, if you're interested. 


	10. Strange Meetings

Shadows crept through the large windows of a Louisiana museum, particularly the exhibit on rare jewels that are on display for the week. The center piece of the exhibit is a massive diamond said to weigh twenty pounds. Guarding the entrance to the exhibit are two suits of medieval armor. One of the suits opened up and the form of a six-foot tall shadow tumbled out of it. The shadow shook his head and cautiously approached the massive diamond. 

"No more knockin' over convenience stores for Gambit," the thief muttered in his thick Cajun accent. He pulled out a small handled clasped to his belt that suddenly expanded into a steel pole.

The metal rod glowed brightly and was gently placed against the diamond's glass case. Sweat began to pour over his face as the pole began to slowly melt through the glass and travel through it.

"Easy does it, Remy," he assured himself.

With a quick jerk, the pole came through the other side of the glass case. Gambit waited a few seconds and collapsed the pole back into its handle form. Once it was safely clasped to his belt, the Cajun cracked his knuckles in anticipation. He let out a deep breath and gently grasped the sides of the scorched box. As carefully as he could, he lifted the scored section of the case and gently put it down.

Now came the tricky part. If he lifted the diamond out to quickly, the alarm would sound from the sudden decrease in weight. If he lifted it too slowly, the motion detectors would pick up his movement and then the alarm would sound. Gambit let out a relaxing breath and gently grasped the diamond, his fingers gently settling over the perfect edges of the jewel.

"You can do this, Gambit, just like we practiced," he reassured himself, ignoring the salty sweat stinging his eyes. The diamond began to glow and the precision made steel rods used to hold the diamond began to slowly melt. Proud of his work, Gambit evenly lifted his prize out of the remains of the case. "It don't get much better than this," he said with a triumphant grin.

"Oh? I beg to differ, Mr. LeBeau," said a voice.

Gambit turned, a playing card in his hand. He cocked an eyebrow and saw a geezer in a black suit with red armor and a purple cape. "You got ten seconds to tell me what you want, _mon ami_, or else them fancy CSIs gonna spend they overtime pickin' through whatever's left of ya." The card glowed and his eyes narrowed.

"Try it," the old man taunted.

A sneer came across Gambit's face and he threw the glowing card. The Ace of Spades detonated a few inches before the man. Gambit's eyes lit up and his expression turned to one that distinctly said, _What the hell?_

"Care to try again, Mr. LeBeau?" the geezer offered.

The card that instinctively flew to the Cajun's hand was slid back into his coat pocket. "Gambit know when he can't win. I suggest you let me know what you want so I can turn you down all proper like."

Magneto was taken aback by the Cajun's business-like attitude all of a sudden but figured that he may be looking for something more than just an alliance. "It's very simple, Gambit—you join my ranks and you will have ample opportunity to wreak havoc and destruction on those that wish you harm."

Gambit thought about this and came to a rather quick realization. "See, Gambit don't do that. Sure, the Cajun like to blow stuff up but I don't consider it a job. I suggest you take your offer elsewhere, old man."

Magneto growled silently. The destruction potential of this mutant made him valuable to his cause and he had to take him now before Cerebro picked up his latest display of power. Gazing at the Cajun's prize gave Magneto a sinister idea.

"Fine, my young friend. You don't have to join my cause and you can deal with the police by yourself." Magneto gave his hand a slight wave and a magnetic pulse emanated through the building. Suddenly, every alarm in the museum blared to a feverish pulse. "Farewell."

Distant police sirens were quickly getting louder and Gambit started to panic. He had no aspirations to spend the rest of the night in jail and he certainly didn't want to engage the police in a firefight. He only had twenty cards left and given his recent string of bad luck, a SWAT van was coming too. He then thoroughly made up his mind.

"You make a compelling argument, Monsieur Vader," Gambit said. "So, where're we goin'?"

"Tell me, Gambit, have you ever been to New York?" Magneto asked with a devilish grin.

* * *

Police sirens whined outside a burnt-out office building. A man clad in a gray, fire-retardant suit was being escorted out of the building. He had a black eye and seemed to be walking with a limp. 

"The guy stuck to the walls!" he hysterically shouted. "He ain't human, I tell ya!"

One of the cops at the scene raised an eyebrow. "Yeah, sure, pal. Whatever you say."

He was violently thrown into the backseat of a squad car and his gas tank and flamethrower was placed in the car of a CSI Tahoe. The vehicles sped away as the last remnants of the firefighter presence cleared out, declaring there was no one else inside.

Peter Parker watched the firefighters clear out, wishing he had one of those yellow suits. He groaned slightly as he unfastened himself from the wall, the rubber on his shoes causing him some discomfort.

"Shoulda waited until my shoes cooled off," he muttered. He cracked his knuckles and removed his now melted goggles. "One pair of melted wraparound ski goggles: 35 dollars." He tosses the stylish eyewear into a nearby Dumpster. "One pair of melted, but still good, discounted Nike shoes: 40 dollars. One singed red and blue jacket your girlfriend gave you: bought with employee discount. The joy of knowing you saved a little girl's life: Priceless."

Slow methodical clapping grabbed Peter's attention. The silhouetted form of Nick Fury came into view as he flicked away one of his ever-present toothpicks. Fury nosily cleared his throat. "Good job, Spider-Man," he said with a grin. 

"Thanks, Nick," Peter replied, a little unsure. "You been spying on me again?"

Fury chuckled. "You know how it is, Peter. You're an underage, unauthorized, illegal genetic mutation. I have to keep an eye on you so you don't do anything stupid."

"Like expose the existence mutants?"

"Looks like good ol' Xavier told ya, eh? I shoulda known you would've put two and two together. But that's not really why I'm here."

"SHIELD caused another problem I need to clean up?" Peter asked with an edge to his voice.

"Not this week, web-slinger. I just need to know one thing: Are you getting back into the costumed hero biz?"

Peter took a long look at the burnt out building and an equally long stare at the apartment building that was recently set ablaze. He finally answered with a sigh. "Looks like this place needs me, and so the answer is yes."

A sly grin came across Fury's face. "Good to know, but our old agreement still stands. No daylight, few witnesses, and if you get on the front page of a respectable paper…"

"You will personally rip out my mutated genes," Peter finishes with a chuckle. "Don't worry, Nick. I'll be careful."

"I hope so, because I don't you to put more of my guys in the hospital."

"They were shooting at me!"

Fury chuckled. "Yeah, they were. Still, you didn't have to knock 'em around like a couple a' dolls."

"Then they shouldn't have gotten me in the corner."

"I agree with ya on that one." The SHIELD Director turned to leave, but stopped and turned back around again. "One last question, before I go: Exactly how do you prevent anyone from discovering your identity when you wear those goggles?"

"I used to have a ski mask I wore with 'em," Peter answered flatly. "I had to throw it away."

"Lice?" the SHIELD Director asked.

"Ripped it," Peter replied. "Besides, at a few hundred stories, no one can see me, right?"

"Well, in any event, I suggest you get goin'," Fury offered. "Looks like a storm is brewin'." The older man crept back into the alley and seemed to be enveloped in the shadows.

Peter watched him vanish with a mix of curiosity and jealousness. _I gotta learn how to do that_, he thought offhandedly. A quick flash of lighting drew Peter out of his thoughts and knew it was time to go. The jacket he wore may look cool but it wasn't designed to withstand heavy rain. Picking a direction, he fired a web line and swung out of the alley and over the city. The dark clouds coming in would certainly hide the web-slinger at higher altitudes, but it was the part of getting back to the school that could get him caught.

* * *

A dark road stretched out before him. He didn't even feel the relentless rain falling on him as he trekked across the highway. He wasn't sure how much further he had to go or even how much he had traveled. All he knew was he had to keep going. Something was wrong with him and he knew of only one person who could hopefully understand. 

"Gotta…keep going," he said, his voice barely above a whisper. "Can't stop."

Thoughts kept reeling in his head, mainly how he found himself to be on this forsaken stretch of highway. The accident was still fresh in his mind and no foster home, no matter how perfect it seemed, was going to erase that anytime soon. That was the first sign when he realized something was wrong with him. The "incident" soon landed him in Child Services and into a new foster home and the cycle would continue. He finally got tired of it all and just ran. He had a general idea of where he was going and he only hoped that she could help him.

His thoughts were interrupted by the rumbling sound of a semi. He turned and his pale skin, light blond hair and icy blue eyes light up from the truck's bright headlights. He knew the driver couldn't see him, being under five-feet tall and walking down such a dark road. He closed his eyes and stretched out his hands. The truck's engine noise grew louder and the lights grew brighter. The truck was three feet away from him when the truck's engine stopped with a groan and the blinding headlights turned off. Kevin Grey let out an exasperated breath and took off at a break neck speed.

The semi driver got out of the cab, cracked his neck back into place, and checked the condition of the front end of his truck. "What the hell?" The entire front of his vehicle had been collapsed into itself. He knew he didn't hit anything but he still found it weird that something with enough force had smashed it apart.

"The boss ain't gonna believe this," the driver muttered.

* * *

Sebastian Shaw entered the hallowed and mysterious Hellfire Club located in one of New York City's more prestigious neighborhoods. To the public at large, it resembled a Victorian-era monastery or something out of an old horror movie. No one outside of the club knew just what went on inside other than membership was highly exclusive. Once he was inside the club's lobby, Shaw breathed a deep sigh of relief. The psychic field dampeners that were built into the club, by means of a mysterious benefactor, protected the mutants inside from Xavier's mutant-finding computer. 

Shaw's unique mutant power wouldn't surface on Xavier's machine, unless something rammed into him with sufficient force. He gave a half-hearted wave to the club members assembled in the main lobby. They in turn waved back, with a bit more enthusiasm. They may not have been part of his Inner Circle, but Shaw had to tolerate them. After all, without their support and money, his precious club would have been foreclosed a long time ago.

There was a time when his own company, Shaw Industrial, fully financed the club's needs, but all that ended when Hammer Industries completely bought him out and dismantled it. Shaw learned to deal with his thoughts of crushing Justin Hammer, founder and CEO of Hammer Industries, by means of smashing intricately detailed busts of the aging businessman.

_Too bad Stark didn't buy us out_, he thought sarcastically.

He marched up to his inner sanctum on the second floor of the building. Once he entered, he felt a chill rush up his spine. Sitting in his pristine oak chair was a figure he thought he'd never see again.

"What do you want?" Shaw asked with accusation burning in his voice.

The figure regarded him with a smirk, his jagged teeth gleaming in the darkness of the room. He picked up a half-filled brandy glass before speaking. "That is very rude behavior, Sebastian. Not like you at all."

No matter how many times he heard this man's—no, this creature's—voice, Shaw still found the odd timbre to set each of his nerves on fire. Shaw tightened his jaw and scowled. "I'll ask again. What brings you here, 'my friend'?"

The shadowy figure chuckled. "That's much better, Sebastian. I'm here because of some concerns about a mutual acquaintance of ours." The shadow stood and his frame towered over Shaw. "It seems that Ruckus has taken it upon himself to pass to you information I had not deemed permissible."

"So?" Shaw retorts. "What's that got to do with anything?"

The shadow's red eyes lit up with an angry fire and Shaw found himself lifted off the ground, his breath caught in his throat.

"You are a fool, Shaw, and I intend to remind you of this." With a wave of his hand, the shadow sent Shaw to the ground with a powerful thud.

His mutant ability momentarily activated but it didn't matter, not when his adversary had such vast telekinetic and psychic abilities. The shadow's heavy boot slammed Shaw into the pristine wooden floor. A tremor of psychic force emanated from the shadow's foot and Shaw's thoughts drifted to why his mutant ability wasn't activating.

"I'd appreciate it if you would so kindly remind me of our agreement, Sebastian, lest I do something I might regret," the figure threatened, the jewel embedded in his head glowing.

"I supply Magneto with information about mutants that you, and only you, have personally gathered in exchange for the dampeners and the girl that shield us from Xavier," Shaw gasped.

"What else?"

"If I deviate from this agreement, you will take the girl back and completely wipe my mind."

"_Très bien_, Shaw," the shadow said, removing his foot. "I've decided to let you off with a warning this time, since I have much better things to worry about. Next time you accept information from Ruckus, things will most certainly be different. Understood?"

"Yes, Mister Sinister," Shaw gasped, as he stood up.

Sinister chuckled malevolently. "I'm glad we had this little talk, Sebastian. We must really do it again sometime." The shadows of the room seemed to encompass the strange mutant and he vanished. A few seconds later, the lights in the sanctum activated.

* * *

**Author's Notes: **The character of Kevin Grey is not mine. Blue-Eyes White Knight-BEWK came up with the concept of the character. If you want more info, you can ask him. 


	11. The Pyromaniac

Peter waited patiently outside Bayville High's parking lot, holding a couple of long, rectangular boxes under his left arm. There was a slim chance that he would be seen in the rain but he was ready to bolt. Currently there was only one car left in the otherwise vacant lot when he came upon the school after making a quick visit to the Xavier Institute to get his Spider-Man costume but decided against it. 

Seemingly on cue, Principal Kelly came out of the school, using the collar of his jacket to stave off the rain, and approached his car. He got in, started the engine, and spent five meticulous minutes pulling out.

Once assured that he was gone, Peter ran to the door Kelly came out of and gave it a cursory pull with his free arm. Locked. The brown-haired teen sighed softly and rolled his eyes. He wouldn't even be here this late at night if it weren't for the simple fact that he needed a quiet place to repair his Spider-Man costume and chances are the X-Men wouldn't be too thrilled about him using their stuff to repair his outfit should he be found out. Besides, if the Midtown High drama department didn't mind him using their equipment for his previous costume, then Bayville's certainly wouldn't object.

Peter gave the door another try before moving on. After scanning the outside of the school, he found an open window on the second floor. He cracked his knuckles and leapt at the wall. As soon as he got a firm grip with his hand and feet, he scaled the wall and leapt through the window, and subsequently fell on a cold tabletop.

"Ow," he said listlessly. He got up and jumped to the floor. He looked around and found himself in Doc Samson's classroom. "Hope the doc leaves his door unlocked at night."

He ran to the door and gave the knob a small turn. Surprisingly it opened. Once out in the hall, he found out why. A mop bucket was up against the door and an odd tune was being hummed through the hall.

"Looks like that ugly pickup truck across the street belongs to the janitor," Peter muttered. "Parker luck, true to form."

He cautiously ran down the hall, trying not to slip on his wet sneakers, and stopped when he came to a school directory. He mumbled each section on the map and his eyes lit up when he found the drama department. Too bad it was on the other side of the school. Peter rolled his eyes and trudged forward.

By the time he stealthily made his way to the drama department's costume repair area, which consisted of a large picnic-style table littered with a mix of old and new sewing machines, the janitor had called it quits and left. Peter didn't pay it much mind as he set his boxes down on the floor. He found an Xacto knife by one of the machines, which seemed to have a dull edge to it. He had more than enough irony in his life to contemplate this little episode. Using the still-sharp tip of the little knife, Peter sheered away the thick packaging tape around his boxes that proudly displayed the logo to a local fabric store known as "Excelsior Designs."

"Good thing Professor X had their business card tacked to the fridge or I'd never find 'em," Peter grunted as he hacked away at the tape.

He was more than a little surprised that the Professor outsourced the material for his uniforms, but Peter figured less questions would be raised if he bought the material wholesale and made the various uniforms himself somewhere in the mansion. After all, it was the same practice Matt Murdock did for his Daredevil costumes.

Although Peter got a "preferred costumer" discount on the material being a student at the Xavier Institute, the amount of material he needed was still expensive.

"Looks like 'Ben Reilly' has to sell a few more pictures to the _Bugle_ this week," Peter muttered to himself after making the purchase with an emergency bank card Aunt May gave him before he left for Bayville.

He unfurled the contents of his boxes, long streams of red, blue, and black fabrics. Peter would have simply preferred to repair his original costume but that seemed like a project for another time, when he had all the time he needed to meticulously go over every square inch of it and fix the shredded seams and broken web designs. He figured he could patch together a new suit he could use in the meantime, and possibly use it as an X-Men uniform should he ever get promoted from the New Mutants. He fired up a sewing machine and got to work.

* * *

The darkness was her friend. It was her only friend. It was her refuge from the rich mutants downstairs in the club, afraid that their social peers would discover their secret and deem them outcasts. Due to her supposed high standards by Sebastian Shaw, and the white, bodysuit she usually wore, the rich mutants decided to call her "The White Queen." Such things did not matter to Emma Frost. 

She was currently in deep meditation, her long blonde hair flowing about from an indirect result of her using her powers. Her room had been specially designed to augment her already staggering psychic abilities, by use of hidden devices implanted in the walls, so she could detect mutants in a similar manner as Charles Xavier's machine did. She had been classified as being a telepathic empath with limited telekinetic abilities. She could read minds, project psychic bolts, impart various feelings to anyone she wished through physical contact and could only lift and move anything that weighed as much as she did, but not over long distances or beyond a certain height.

Her limited telekinesis was the result of her trying to branch out her psychic talents, since a great deal of her psychic ability had been supplanted to add more power to her telepathy. Her empathic abilities came from the deconstruction of her unique ability to implant various realistic illusions to anyone within her line of sight. She could still perform the feat, but it required a great deal of concentration and unleashing a power she was not ready to tap into. For now, she settled for implanting an over-whelming sense of calmness to anyone she touched.

Her ocean-blue eyes slowly opened and she gently floated to the floor, still in her cross-legged sitting position. She stood up and a white cloak flew to her and immediately clasped around her shoulders. Sebastian Shaw intruded into her personal room, with several added layers of muscles; probably result of his latest visit with Mister Sinister. Shaw probably didn't even notice his transformation, due to Sinister's unique psychic abilities. The muted lights in the room clicked on, much to Emma's dismay with her sensitive skin and pale complexion, an unfortunate side effect of most of her psychic ability being directed to her telepathy.

"I'm sorry, my dear," Shaw said, not the least bit apologetic. "Am I interrupting you?"

"Not at all," Emma replied in her usual flat-tone voice.

Shaw approached her, his six-foot plus frame easily towering over her. The five-foot, five-inch young psychic had to crane her head to look up at him. "Have you found any thing unusual tonight?" Shaw asked.

"There was one thing, but it disappeared before I could get a good fix on it," Emma answered.

"Ah, the elusive signature," Shaw stated, understandingly. Emma had picked up a strange mutant signal the previous night but it obviously wasn't fully developed, only activating in times of extreme stress, he theorized. "Where was it this time?"

"Still in Boston. It's getting closer. Xavier hasn't fully concerned himself with it yet."

Shaw was caught off guard by that last comment, but then he quickly remembered that Emma's mind sometimes crossed paths with Xavier's, especially when their respective machines were in use. "Anything else? What about the mutant in North Dakota?"

"Lorna Dane," Emma flatly stated. "Xavier has plans to intercept this one sometime this weekend."

"Is she interfering with your ability to locate this elusive mutant?" Shaw asked, a bit concerned.

"Not really, but she is putting out an irritating amount of interference. Chances are Xavier wishes to determine the nature of her powers to let his machine know what to bypass. In any event, I'd do a more thorough search for this other mutant, but I'd probably be pushing our luck if I have to use more power."

"I see," Shaw consented.

Although the girl indirectly powered the psychic dampeners in the club, the further and with more power she traveled using her astral form, the more likely the dampeners would weaken. Shaw was impressed that at seventeen this girl knew how to fully utilize her abilities and knew how much power was needed.

_Must have been because of all that time she spent with Sinister_, Shaw thought coldly.

He wasn't entirely too sure on Emma's relationship with Sinister, but that wasn't his place to know. After all, he wasn't in any position to question any relationship with Sinister, since theirs was quite confusing. Emma would seek out mutants using a combination of her astounding psychic ability and the various machines, possibly reversed engineered from Xavier's own, that were strewn throughout the club and especially in her room. If these mutants were up to the Hellfire Club's rigorous standards, then Shaw would make the attempt to recruit them. If they weren't, which was more frequently these days, Sinister would then perform his own background checks on these "rejects" and give the information to Shaw who would then relay the information to Magneto. This roundabout method of delivering information always perplexed Shaw but it was probably Sinister's little way of keeping tabs on Magneto, since he had yet to come up a mutant-finding device he himself could use.

"Keep me posted on anything else you discover, will you?" Shaw stated, not expecting an answer but he felt he must ask anyway.

"Of course," Emma said with a slight nod.

Shaw left and the room returned to darkness. Emma let out a held breath and sat back on the floor in her cross-legged position. Closing her eyes tightly, the darkness of her room gave way to a nexus of psychic energy only few have ever seen. Her hair once again flowed in strange waves, accompanied by the cloak clasped across her neck.

* * *

The rain had stopped by the time Peter finished putting together his new costume, which was currently residing in one of the boxes he used to transport the original material he made it from. It was haphazardly taped closed and all that mattered was he got it back in one piece. He was currently sprawled out on top of a bus, trying his best to adhere to the slick, and still wet surface. Once the vehicle came to a stop, Peter fired a web-line to a nearby building and swung over the city. It took a while, and some backtracking, before he finally made it back to the Institute. He cleared the anti-scaling fence around the mansion with ease and stealthily made his way to his bedroom window. 

He climbed up the side of the wall, opened the window and tossed his package on his bed. He carefully jumped inside and clicked on as few lights as he needed. It was almost one in the morning and the last thing he needed was for Kurt or Kitty to burst in unexpectedly. Spider-sense and abnormally quick reflexes don't help when people can phase through walls or teleport. Peter took off his rain-soaked jacket and placed it on a hook to dry. He picked up a small pocket knife on his desk. He flipped the knife open and quickly slit the thick clear tape on his box.

Peter pulled out his new costume and looked it over. He didn't get much of a good look at it when he finished making it, for fear of some nosy neighbor finding the high school's lights turned on so late at night. It was similar in design to his previous outfit with a few cosmetic changes, mainly due to trying to keep a low profile Nick Fury wanted him to have and to reflect his time at the Xavier Institute.

One of the major differences being the blue from his previous uniform was replaced with black. He was a little hesitant about using so much black for his suit, having had a bad experience with a black costume a few months back, but since it seemed to be the school's official color, he had no choice.

_Could be worse; could be blue and yellow_, he sardonically thought.

To compensate for the lack of blue, Peter redid the spider emblem on the back in a dark blue. The symbol was slightly bigger and more spidery than his old one to better match the design of the one on his chest. Another major change was the absence of the red web pattern on the sleeves of the suit's shirt. These were replaced with dark blue X's on the shoulders, similar to the ones on Jean's uniform. Thinking ahead, Peter had made the shoulder patches easy to remove and replace. The last thing he needed was to offer the X-Men free advertising.

"Well, should my alter ego get out of the bag, I can save them the time of giving me a new suit," Peter muttered.

He was tempted to try it on, but a loud yawn coming from the depths of his throat changed his mind. He put the new suit in his closet and took meticulous care in trying to hide it. He found his old costume, crumpled to the floor. He picked it up and carefully hung next to his new outfit.

* * *

A single match struck the abrasive edge of a matchbook, sparking a flame into existence. A malicious grin became illuminated and suddenly, the small flame erupted. 

An old warehouse exploded into a million pieces, along with a sizable chunk from the two bordering it. The smoke cleared and a survivor emerged from the rubble. Save for the ash on his face, it looked like he wasn't anywhere near the initial explosion.

"Cool!" John Allerdyce said in his thick Australian accent, flicking away his spent match. "It's ironic; I like fire, I'm immune to fire, I can control fire, but I can't create my own. Oh, well. Where's the fun in that?"

He lit up another match and the small flame became cradled in his hand. Without a continuous supply of fire, John would get one shot with this fireball and that was the last thing that crossed his mind. The fire grew in size until it resembled a softball.

"Batter up," he said and hurled it at a nearby broken-down Jeep. The car blew apart in a flurry of sparks and melted metal. "Bloody hell! I wanted it to fly up before it blew. Oh, well. Maybe next time."

He struck another match and repeated the process. Once the fireball became half the size of a basketball, he hurled it at a stack of crates. The wooden boxes didn't explode…initially. With some further persuasion on John's part, the flames turned white and the influx of rapidly increasing heat caused the air to explode. Splintered chunks of blackened wood landed at his feet, which smelled sweet for an odd reason.

He took in a deep inhale to deduce what it was in the crates. "Maple syrup?" he asked himself. John looked down and saw a couple glass pieces, each stamped with an unmistakable red maple leaf. "Bloody Canadians. Can't they ship obscenely high-powered explosives like every other country?"

John brushed himself off and ran a hand through his flame-like head of hair, checking for any debris. Once satisfied, he turned around and saw a helmeted figure wearing some strange red armor.

"Who are you?" John asked.

"I'm here to offer you an interesting business proposition…Pyro," the man explained.

John was caught off guard by the use of his nickname, but he didn't show it. "Oh, yeah? What kind?"

"Would you be interested in causing mass chaos, endanger lives and blowing apart anything that stands in your way?"

"Hell yeah!"

"Then you would be perfect to join my little organization. What do you say?"

"Sounds cool, guv, but, uh, what's the catch?"

"I only ask in return your loyalty, obedience, and that you take my orders without question."

Pyro thought about this for a minute. "Do I get a snazzy outfit?"

Magneto was a bit perplexed by the question, but he didn't show it. "Of course."

"I'm in!"

Magneto grinned beneath the shadow cast by his helmet. "Of course you are." With a flick of his wrist, two metal orbs descended from the sky. "Welcome to the Acolytes."

* * *

Peter stumbled out of bed a little later than he would have liked. It may have been a quarter past six, but he figured that only Scott would have been up by now anyway. He walked to his window and looked out to the horizon. It was pretty idyllic setting with the sun rising above the water and the stealth jet flying by. 

"Either that just happened or I need glasses again," Peter said. He shook his head and came to the realization that he didn't need glasses.

After a quick shower, before the morning rush hour, Peter slid on his new costume. He liked the feel of it against his skin, which was a lot better than his previous one. The material seemed to fit him better too and he hoped it could stand up to the kind of punishment he was going to throw its way, even if the X-Men made their uniforms from the same fabric. Next he tried on his newly made gloves and boots and was pleasantly surprised how much less the material impeded his clinging ability. He slid his mask on and was amazed at how much fewer blind spots he had as a result of the bigger lenses he used.

"Cool," he said after a while.

He took off the mask, gloves, and boots and stashed them in his backpack, along with his web-shooters. He then put on one of his many red shirts and dark blue jeans. The black sleeves of his costume stuck out of his short sleeves and gave the illusion that he was wearing a long-sleeve black shirt. It more out of habit that he was wearing his suit under his street clothes, but he knew it was the only way to effectively break it in.

Throwing on his shoes, he quickly retreated to the kitchen and found it surprisingly empty. Scott was probably in the garage polishing his car and Rogue had yet to be driven out of her room by Kitty's choice in music. Taking solace in the quiet, Peter let out a loud sigh.

"Well, that's enough solacing for me," Peter said after a minute. "Time for breakfast."

The brown-haired teen was polishing off his third Eggo by the time someone else entered the kitchen. Jean was dressed in a yellow blouse and dark blue jeans, and her high-heeled shoes made a strange clicking noise on the kitchen's linoleum floor. Her head was currently wrapped in a thick, gauze bandage.

"How's your head, Marvel Girl?" Peter asked offhandedly.

Jean blinked a few times. "Excuse me?" she asked.

"Your head," Peter clarifies. "That big bruiser did throw his over-sized football helmet at you, remember?"

"My head is fine, Peter, but why did you call me 'Marvel Girl'?"

"Everyone else has nicknames, so why not you?"

Jean seemed to contemplate this and asked, "Why Marvel Girl?"

Peter swallowed the remains of his circular waffle and washed it down with a glass of orange juice. "Let's see: you're gunning for valedictorian, you're captain of the soccer team, you've got a picture of yourself holding an MVP trophy that greets anyone entering the school, and you did date the quarterback. And so, I call you Marvel Girl."

"It…has an interesting ring," Jean stated. "But it's just not me."

"I see," Peter said. "Oh, well, 'least it's better than Spyke."

Jean stifled a laugh. "Better not say that around Evan."

"I did and it flew right over his head," Peter said with a waving motion over his head. "So, you and Scott have any plans for your big date tonight?"

Jean shrugged as she finished drinking her juice. She then noticed the odd condition of Peter's new sneakers. "What happened to your shoes?"

"Discount," he replied. If there's one thing he learned from being Spider-Man it was coming up excuses that were easy to swallow without much question.

"Hmm, I see." Jean set her glass in the kitchen sink.

Peter wasn't entirely too sure if she bought it and quickly changed the subject. "So, where's that fancy jet of yours goin' at this ungodly hour?" he asked, leaning back on his chair.

"The Professor's gonna try and recruit someone out in North Dakota," Jean answered.

Peter thought about that. "Bein' the new guy around here don't last long, does it?"

"Guess not," Jean said with a shrug. "See ya at school, Peter." She then walked out towards the foyer.

In a matter of minutes, the mansion became a madhouse as the mutant residents woke up and scrambled for the showers. Peter thought it wise to ride out the storm in the garage with Scott. They spent the better part of five minutes talking about their weekend plans, but the conversation seemed to steer towards Scott and Jean's date. The clamoring died down, the main doors of the mansion opened up like a flood gate, and that was their cue to get their stuff ready for school.

* * *

Kevin Grey tried to keep himself steady as the rattling of the cargo train he illegally boarded traveled down the tracks. If he read the map at the station right, it would travel from Massachusetts to New York without stopping. He didn't know exactly where the station would be, having not completely read the map before a massive headache set in and he accidentally blew apart an old clock. 

These incidents he seemed to cause came with much greater frequency and he was scared. Before the accident that landed him in the home of his first foster family, Kevin had been given a very strange doctor's examination that seemed to focus on the inner workings of his head. He didn't think much of it at the time, but now? It actually started to make more sense. He often wondered if his older cousin, whom he was trying to get to, went through a similar ordeal since she always seemed to know just what he was thinking. Maybe that was why she was staying at that fancy school outside New York City.

His headache seemed to dissipate, despite the chugging and rattling of the train. Kevin's tired eyelids closed and he let the train's unpredictable shaking lull him to sleep. He hoped that when he awoke, he be in a New York train yard somewhere and that much closer to his destination.

"Jean…" he whispered before drifting off into a deep sleep.


	12. Meeting with Lorna

Mr. and Mrs. Dane had an unexpected visitor at their home on an otherwise perfect Friday morning. Mr. Dane regarded the bald man in the wheelchair with a degree of skepticism, especially when he said he was interested in his only daughter.

"Now, Mr. Xavier, I understand where you're comin' from, I do, it's just that I'm not sure about sendin' my only little girl to some fancy school in New York at this moment," Mr. Dane said, stroking his thick red beard.

"I understand that, Mr. Dane," Xavier said in his most calming voice. "It's difficult sending a child away and I think we'd have a better chance of making a decision if we included Lorna in this discussion."

Mr. Dane looked over at his wife, her deep brown eyes full of concern. After a minute, he sighed. "Mr. Xavier, I'm sure you realize that my daughter is…unique and different, even with her green hair, but what exactly would you do?"

"My school is designed to tutor young people as unique as your daughter in how to control their…abilities," Xavier said, choosing his words carefully, an experience he remembered from trying to convince Kitty's parents to let her attend his school. He didn't want to upset this quaint family any more than he had to. "I would have brought one of my students but they are currently in class right now."

"Oh, that's quite all right," Mrs. Dane said. "I'm sure that she would like to hear about this."

Mr. Dane was still skeptical about the whole deal but he resigned himself. "Okay, Mr. Xavier, when my daughter comes home, you can plead your case then. I would greatly appreciate it, however, that you don't mention this to any of our neighbors. They think she's strange enough as it is."

Xavier nodded in full understanding. "You will have nothing to worry about, Mr. Dane. This conversation shall not be repeated beyond this house."

Their meeting ending for now, Mrs. Dane helped Xavier outside to his Rolls-Royce parked across the street. She bid him an informal farewell as Xavier lifted into the backseat of his car by the mechanical platform that slid from under the chassis. Once inside, he addressed Storm, who was waiting patiently at the wheel.

"Well, Professor?" she asked.

"We're going to have to wait a little while longer, Ororo," Xavier sighed. "I hope the girl proves to be a bit more open minded about what we have to offer than her father."

* * *

The lunch bell rang, and Peter scrambled to get all his stuff ready for the second half of the day. Once he nearly emptied his locker, he checked his bag one more time.

_Books, binders, mask, gloves, boots, shooters_, he thought methodically. _Everything's here._ He still found it odd that he actually took the time to bring his Spider-Man gear with him, but it was one of those weird habits he just couldn't shake, considering that Matt Murdock always had his Daredevil billy club at the ready.

Rogue came up to him and leaned against the bank of lockers. "So you _do_ wear other colors, eh, Clark?" she said with a wide grin, indicating the black sleeves sticking out of his shirt. They hadn't run into each other this morning, for Rogue was forced to ride in the X-Van with the New Mutants and Peter hitched a ride with Scott and the other X-Men.

"Why, yes, Lois," Peter said. "You know us Kansas farm boys, can't get anywhere just wearin' red and blue." He then zipped up his pack and flung it over his shoulder. "You didn't come here just for making chitchat about my fashion choices. What's up?"

Rogue sighed. "There's some buzz goin' around the Institute that you're gonna be an X-Man soon and Wolverine's gonna put you through a hard-as-nails training simulation to test ya."

"Yeah, so?" Peter said. "What's the big deal?"

Rogue was a bit put off by the comment. "We train on a very deadly level," she explained firmly. "Those simulations hurt and you witnessed what happened to us yesterday."

"Yeah, that was rough," Peter stated, closing his locker, "going up against a not-too entirely accurate simulation of an irresistible force. So, how _do_ you stop him? 'Cause from what I saw, he was knocking you around like a couple of rag dolls."

"We have to get that helmet of his off and either Jean or the Professor attacks his mind," Rogue explained.

"Because his body's so impervious to anything else, right?" Peter said. Rogue nodded.

"So what about that simulation wasn't accurate?" the Southern Goth asked."It seemed like the real thing to me."

"Well, typically, a juggernaut, or an irresistible force, cannot be typically stopped once it starts moving," Peter explains, taking a deep breath. "There are only two things I can think of that can actually stop an irresistible force: another irresistible force or an immovable object, both of which are ofthe same mass and density. Of course, Scott's high-powered concussion beams would've only had enough force to actually slow him down, not stop him dead in his tracks and hurl him backwards, which is what kinda happened until he lost conciousness."

"And an immovable object is…?" Rogue said, intrigued.

"It's essentially a body of mass, that when standing still or slowly moving, cannot be budged due to the massive amount of gravity it needs to stay on the ground." Peter looks around for a good example of an immovable object and settles on a fat kid in overwallswith a mohawk raiding a nearby candy machine. "Take that guy for instance. He must weigh, what, at least 300 pounds?"

"More like 500 and change," said Rogue. "I get what you're gettin' at, I really do. And if he was a little bigger?"

Peter was a little surprised by Rogue's interest in his knowledge about irresistible forces and immovable objects, considering most of it came from on-the-job experience as Spider-Man. "Okay, if that guy put on a couple more hundred pounds, chances are he could actually stop your rampaging football player, so long as he standing still or walking slowly in a straight line."

"Wow, this is very interesting," Rogue said. "And I'm not just sayin' it. How do you know all this stuff anyway?"

Before Peter could come up with a plausible answer, he was hit with an intense attack from his spider-sense that seemed to coincide with the appearance of Rogue's friend Risty.

"Hey Rogue," she said and they began chatting back and forth.

Peter wasn't sure what his spider-sense was trying to warn him, but he seldom ever did if the threat wasn't coming straight at him. He tried ignoring it as best as he could and something happened.

"Uh-oh," he whispered to himself, now seeing everything in a mix of grayscale and bleeding colors.

The next thing that happened was he experienced partial hearing loss in one ear and some strange form of white noise in the other. He found himself staring at the two girls as they bantered back and forth about something. Peter couldn't make it out but thought he should at least appear to look interested, even with a murderous headache suddenly trying to drill through his skull. Out of all the distortion that was currently blocking his hearing, something immediately grabbed his attention.

"Wicked cool," Peter heard Risty mutely say just before she walked off.

Peter waited until she was completely gone from sight. "Interesting friend you have there," he said with what he perceived to be his normal tone.

"Yeah, I think so too," Rogue agreed. She turned to face Peter. "You should cut down on the fried foods. You're starting to break out."

"Huh?" Peter said, his hearing coming back in a rush.

"You've got a serious acne breakout," Rogue explained, making a waving motion across her face, and left for the cafeteria.

Peter ran his hand over his face and found evidence of a recent acne breakout. "Not as bad as the last time this happened," he muttered, remembering what happened shortly before he learned Norman Osborn's tabloid-worthy secret. Bobby ran by and Peter grabbed him by the arm.

"You're not gonna bust my head open, are you?" the younger mutant asked, a bit nervously.

Peter fixed him with an odd stare. "Uh…no. You're from Boston, right?"

Bobby was a little unsure of where this was going. "Uh, yeah. What's that got to do with anything?"

"And people from Boston say 'wicked cool', right?"

"Uh, yeah, we do. This goin' somewhere? 'Cause it's pizza day and they go fast."

"Not entirely sure." Peter released his grip. "Sorry. You all right?"

"I'll be fine. See ya later." Bobby took off at a breakneck speed down the hall, nearly running into Jubilee.

Peter was left alone with his thoughts for a good few minutes and two questions kept repeating in his head. _If Risty really is from England, why does she use _New_ England slang? And why does she keep setting my spider sense on fire?_

"Gimme Doc Ock any day," he muttered, rolling his eyes. "At least with him, I know what's settin' it off."

* * *

Lorna Dane ran home on what she considered to be the best Friday ever. No weekend homework, the sun was shining and she hadn't caused any problems with her school's lockers in almost a week. Her long emerald locks billowed behind her as she came to a stop before her house. She noticed an expensive, classic model Rolls-Royce across the street but didn't pay it much attention as she went inside; picking up a soda can the garbage men missed this morning. She was more than a little surprised to see her folks home so early in the day but it was the bald man in the wheelchair that quickly got her attention.

"Hello, Lorna," the wheelchair man said.

"Uh…hi," Lorna replied as she dropped her bag to the floor. "Mom, what's goin' on?"

"Lor, this is Professor Xavier and he came all the way from New York just to see you," Mrs. Dane said in as much of a calming voice she could manage.

"Uh…okay." Lorna cautiously approached her parents. "Is he, like, one of those relatives we don't often see 'cause of what Dad did at a family reunion a couple years ago?"

Her father sighed. "No, Lorna. Mr. Xavier here wants to enroll you in his 'special' school."

"Special how?" Lorna asked, becoming slightly unnerved. "Girls with green hair special or that type of special Uncle Joey is?"

Xavier wheeled himself closer to Lorna and cleared his throat. "Special in meaning unique traits, Ms. Dane."

"Oh, so you know then," Lorna said, taking a seat on the couch, and strangely calm. "Am I a freak?"

That comment warranted a loud sob from Mrs. Dane and Mr. Dane tried his best to console her.

"Not in the slightest, Lorna," Xavier reassured her. "My school teaches young people how to use their unique abilities effectively and how to control them."

"So it's like an academy of sorts," Lorna said. "Sounds cool but I don't think I'm ready to move out to New York just yet."

Mrs. Dane fixed her daughter with quizzical glare. "You seem to be taking this a little too well, Lor," she said.

"Mom, up until a few months ago, you and Dad had me dye my hair my brown to be more 'normal.' I think I can take the news about enlisting in a school of similar people like me a little better than you think." Lorna turned her attention from her mother and looked back to Xavier. "Do you need an answer right now?"

"No," answered the Professor. You can have all the time you need to think about it, Lorna. But just tell me, what is it you can do?"

Lorna was a bit surprised at the question, since this guy went to all the trouble of tracking her down, but she complied. "I can move and manipulate things with my mind."

"Oh?" Xavier said, intrigued. "What kind of things?" His eyes suddenly widened when he felt a strange humming sound reverberate through the small living room.

The green-haired girl brought the can in her hand into full view of Xavier. It suddenly bent and twisted into numerous shapes until forming into a crude replica of the Statue of Liberty.

"_Metal_ things," Lorna said curtly, the can returning into its normal form.

"Oh, dear," Xavier whispered.

* * *

Cyclops, Jean, Rogue, Kitty, Nightcrawler, and Spyke were ready for their daily training session. The inorganic steel of the Danger Room suddenly melted away and was replaced with a desolate landscape filled with craters and floating rock formations.

Wolverine's voice seemed to be coming from the sky. "All right, X-Men, here's the situation: All that stands between you and your ride back to Earth is my good friend Sabretooth, but he ain't alone. Take him or his buddies out is your call, but if any of you get pasted, the course stops and you have to run it again. Best way to kick off a Friday afternoon, wouldn't ya say?"

The X-Men groaned slightly. A three-tone beep resonated across the alien world and they sprang into action. Smoke, crimson beams and large chunks of landscape were thrown about in an erratic fashion. Up in the control room, Wolverine observed the team with a fang-bearing grin. Cyclops was certainly becoming more of a leader these days, and was as much a tactician as Storm is. His enhanced hearing picked up the low hiss of the control room's elevator and the new guy stepped out.

"A bit much, don't you think?" Peter asked.

The grin didn't leave the older mutant's face as he continued to observe the team. "Naw. They can take it. It's you I'm worried about."

"Really?" Peter now wore an expression of genuine surprise. "Why?"

"The Prof and Beast seem to be under the impression that you got what it takes to be an X-Man," Wolverine explains, now facing the teenager. "I, on the other hand, require a bit more convicin'. I'm sure someone told you about me puttin' you through the ringer."

"Yeah. Rogue. Whatcha got in mind?"

A shark-like grin came across Wolverine's face. "You'll see." He looked back at the team to check on their progress. They were currently heading for the finish line with a trail of scattered robot parts behind them and an irate simulation of Sabretooth in hot pursuit.

"You'd better get ready, kid. You're almost up." He turned around and Peter was already gone. "Smart kid."

The X-Men were almost to the finish line. Cyclops took up the rear, using his optic blasts to discourage Sabretooth. The feral mutant wasn't the least bit deterred by the barrage of concussive energy beams coming from the young X-Man's eyes.

"Go, go, go!" Cyclops shouted to the team. "I'll fend him off!"

The rest of the team reluctantly crossed the finish line but the simulation didn't end. Cyclops adjusted his visor to fire a beam four feet across. If Beast was right about this, the next beam he fired could exert 500 pounds per square inch at a target 50 feet away.

The crimson energy ignited from his visor and Sabretooth was back with enough force to smash through a floating rock formation.

Woozily, Scott crossed the finish line and collapsed. The simulation faded away and Peter slowly approached them, clapping his hands. He was still wearing the costume he made in secret last night, except it was hidden under his New Mutant uniform.

"Man, you guys are a six-mutant demolition crew," Peter said.

Cyclops struggled to stand. "Yeah, well, we've had a lot of practice." He immediately dropped to the ground when he managed to stand up. Peter helped him and tried to get him balanced.

"You all right, man?" Peter's concern was highly evident.

"Yeah, it's just I'm not use to exerting that much power all of a sudden. Guess I still haven't recovered since the last session." Cyclops adjusted his visor for a more comfortable fit.

A large section of the Danger Room's far wall opened up and the X-Men made their way towards it.

"Good luck, dude," Evan said.

"You're going to need it," Kurt added.

Peter sighed. "Yeah, I think you're right."

The Danger Room rearranged itself into the ultimate obstacle course, complete with laser turrets, buzz saws and a series of spiked balls. Peter gulped loudly and retreated to the other end of the course.

* * *

Magneto hovered over his latest target, a Russian mutant, in his late teens, covered in metal. The teen was pinned to a dilapidated tractor with increasing force. He couldn't break free or even retract the metal that coated his body.

"Do we have an understanding now, Mr. Rasputin?" Magneto asked in flawless Russian.

The Russian nodded with some difficulty and the magnetic force that bound him to the tractor quickly lessened and he fell to the ground. His metal body gave way to the flesh and bone of Piotr Rasputin just as Magneto landed before him.

"And my sister?" Piotr asked.

Still speaking in Russian, Magneto replied, "In exchange for your services to me, I will find a cure for what plagues your beloved Illyana. I'm a mutant of my word, Mr. Rasputin."

Piotr knelt before the Master of Magnetism and he took on his metallic form once again.

"Welcome to the Acolytes…Colossus." Magneto waved his wand and a pair of silver orbs descended from the sky.

* * *

Kevin Grey stealthily made his way through a New York train yard. He wasn't entirely sure just where he was, other than it wasn't Grand Central Station. He knew he was somewhere in New York City from the unobstructed view of the Empire State Building. It was almost night, with just a few swatches of sunlight left in the sky.

"I just hope I can find her now," Kevin said, his voice barely above a whisper. He walked for a few feet and found an old soda machine at the far end of the yard. "Hope it still works."

He took off at a small run, being careful not to trip over any of the metal rails strewn about. The last thing he needed right now was to accidentally send a train car flying fifty feet in the air. He got to the soda machine and placed a hand on it. Taking a cautious look around, he steadily focused his mind on the machine. After a few minutes, it spit out a Pepsi can, just before the machine blew apart in a small shower of sparks.

Kevin's eyes became large blue orbs and he took off at a fast run, hoping nobody noticed what he did.

* * *

Xavier felt a tremor resonate in his mind, which deduced was the result of his elusive signature from a few days ago making itself known again. He was currently in the co-pilot seat of the _Blackbird_, his mind too occupied with his meeting with Lorna Dane to fly the craft. The last remnants of their conversation lingered in his mind.

"_Lorna, have you heard of a man named Eric Lensherr?"_ he had asked.

"_Uh…no, I haven't,"_ the green-haired girl had replied. _"Should I have?"_

Xavier directed the question to Mrs. Dane and she was just as dumbfounded as her daughter. A cursory probe with his telepathy revealed they hadn't heard of his former friend, under any alias he may have used. But still, he found it slightly unnerving that this girl possesses magnetic powers similar to Magneto. He had a sneaking suspicion that Magneto had more children then he let on, but without a DNA test, he couldn't be too sure if Lorna had some relation with the Master of Magnetism.

"So the trip was a complete failure, Professor?" Storm said abruptly, breaking the perpetual silence that engulfed the jet since they headed back to the mansion.

Xavier regarded her for a moment. "Not entirely, Storm. Now that we know what the girl can do, Hank and I can recalibrate Cerebro to bypass the magnetic interference Ms. Dane is unintentionally putting out. Still…she could prove to be a worthwhile addition to the team."

A sly smile came across Storm's face. "Professor, we can't force her to join us. If we did, wouldn't we be just as bad as Magneto?"

Xavier chuckled. "I see your point."

The X-Jet pivoted and started to drop below some Storm-influenced cloud cover.

* * *

Wolverine narrowed his eyes as he kept going over the recording of the training session he put the Parker kid through. The kid's stamina and reflexes continued to amaze him. He threw everything he had at him, and still, the kid managed to duck, weave, or otherwise evade every obstacle.

_Kinda like Steve_, Wolverine thought, remembering a friend of his from a previous life. He wasn't ready to accept this kid as being an X-Man just yet, but he made a deal with him: he'd join the X-Men after completing a certain number of training scenarios with the more experienced team.

A hydraulic hiss grabbed the sometimes-feral mutant's enhanced hearing. He turned and Professor Xavier and Storm entered the Danger Room's control center.

"Glad to see that you and Hank are holding down the fort, Logan," Xavier said. "Are we interrupting anything?"

Wolverine waved a dismissive hand. "Nah, not really. So, do we got a new X-Man or what?"

"Actually, that was what we wanted to talk to you about, Logan," Storm said. "Does Mr. Parker meet your standards to graduate to X-Men status?"

"The kid's got a lot of potential, but I'd rather see how he does with a couple a' team operations first," Wolverine explains. "How 'bout you?"

Xavier cleared his throat. "Our recruitment efforts ended on an abrupt note, Logan, but I believe we set the ground work for later."

"So, what was she doin' that caused you such interest to leave so early?" Wolverine asked.

"She has magnetic powers," Storm answered.

Wolverine let that sink in and scratched his chin with one of his claws. When he was done, he said, "Hope Magneto don't find out about this."

* * *

Scott spent the better part of fifteen minutes getting dressed for his date with Jean. His eyes were being guarded behind a pair of sunglasses that were more elegant than his normal, everyday pair. Good thing the Professor was able to switch out the lenses with a set of ruby quartz glass. Too bad he still saw everything in shades of red.

Peter was lying on Scott's bed, flipping through a book on Bayville history. "Did you know the town used to be known as Salem Center until 1982?" he asked off-handedly.

"Look, Pete, I can't really think about the town's history right now, all right?" Scott said, slightly irritably. "This night is a big deal for me and I hope that nothing goes wrong."

Peter looked up from his book. "Okay, I'm sorry, Scott. If anyone knows what you're going through, it's me, because I too dated a redhead that lived right nearby."

"Really?" Scott said, fidgeting with a tie. "How'd that go?"

"Well, it started off as a blind date and I kinda blew it further down the road, but we became friends," Peter explained.

Scott stopped trying to tie his tie to look at Peter. "How'd that happen?"

"I already had a girlfriend and when she died, I just sorta hid myself from the world," he said. "Good thing we're still friends, considering she lives right next door."

"So, she really _is_ the girl next door." Scott went back to perfecting the tying of his neckwear. "Quick question: why didn't you guys go out sooner, if you don't mind my asking."

Peter let out a chuckle. "Well, it's kinda hard to be interested in a girl when you can't get a good look at her. Every time I tried, something would, someone, obstruct her face be it a locker door or a large crowd of people. Weird, huh?"

"You're talkin' to the wrong guy about weird stuff," Scott said. "Don't you have a field trip to Stark Enterprises tonight?"

"That's _next_ week, dude," Peter answered. "Lookin' forward to it."

Finally satisfied with his numerous tying and retying, Scott turned around and faced Peter. "What do you think?" The glass-wearing mutant was clad in a brown suit with a black tie and a white dress shirt that was buttoned up to the neck.

Peter tried to stifle a laugh but his face turning red couldn't be helped. "I think I can have those reports on your desk in the morning, Mr. Summers," he said before exploding into a fit of laughter.

Scott's eyes narrowed behind his dress glasses. "Oh, ha, ha. Very funny," he said listlessly. "Any advice?"

Peter's laughter died out but was struggling to breath. "Okay, okay." He cleared his throat. "Lose the tie and unbutton the first few buttons on your shirt."

"Really?" Scott asked.

"Do you wanna be comfortable or do you wanna look like you're ready for a business meeting?" Peter replied.

"Point made, Mr. Parker," Scott said. He took the tie off and began unbuttoning his shirt.

"Now, spin around on one foot and say, 'There's no place like home'."

Scott fixed Peter with a glare that would have reduce him to charred atoms, if not for the protective glasses he wore. Peter flashed him a mischievous grin and the two shared a small laugh.

* * *

**Author's Note:** Sorry for the delay, and lack of action,True Beleivers. I've been kinda busy and these set-up chapters are a pain to write, but they gotta be done. I hope it's good because I spent most of my time rewriting than actually writing this thing. Hopefully by next chapter I can get into some serious Spidey action but don't hold your breath. Till next time. 


	13. Back in Black

The interior of the Cerebro chamber was filled with the faint humming of sensitive equipment as two people worked on the mutant tracking computer. The main console of the computer was opened up and all of its innards made visible. A low-powered soldering iron probed around the circuit boards, making the occasional weld here and there.

"So, explain to me how a girl with magnetic powers could have been registered as being more powerful than she seems," Beast said, while adjusting Cerebro's tracking hardware.

Professor Xavier heaved a sigh as he meticulously fine-tuned the mutant-tracking computer's helmet interface mechanism. "Simple, Hank. The girl may not have Magneto's raw power or precision control but since she's obviously suppressing her power, it has to go somewhere."

Beast looked up from his work and fixed the Professor with a steely gaze. "So you're saying that the power spike Cerebro detected from the girl was just because a magnetic field was being displaced around her?"

"Quite possibly," Xavier stated, his attention momentarily diverted from his work.

His gaze fell around the chamber, scanning every inch of the enclosed space. He could have sworn he felt another presence, another psychic, in the chamber. He looked to the entrance and saw a little girl dressed all in white. She looked quite ghost-like, from her transparent appearance and she was floating a few inches off the ground.

"Professor?" Beast said. Xavier was pulled out of his thoughts and the ghost-like vision was gone. He looked to his colleague, who had a concerned look on his face. "You kind of spaced out, Charles."

Xavier heaved a sigh. "Sorry, Hank. Where was I?" He cleared his throat. "The only reason we're able to pinpoint her now is because Magneto is currently inactive…or so it would seem."

Beast and Xavier shared a knowing gaze. Over the course of the past few days, Cerebro detected fleeting uses of Magneto's powers along with some other mutant signatures. By the time Cerebro could identify them, they seemed to disappear. The two continued to work on the tracking computer, hoping that this latest upgrade would allow Xavier to filter through Lorna Dane's displaced magnetic field and better pick up the rising mutant population.

After ten minutes of silent working, Xavier spoke up. "So tell me, Hank, where is our unofficial X-Man? I'd think he'd want to be down here to help us out."

Beast made a final adjustment to a circuit board before replying. "Not too sure, Charles. I think he left shortly after Scott and Jean went on their date."

That seemed to pique Xavier's interest. "Oh? Where did he go?"

"I think he said something about going out for a spin."

The city became a blur of bright lights as a figure clad in red and black swung by, suspended by only a thread of chemically-created spider's webbing. He zipped between buildings, over billboards and across alleyways. Spider-Man was careful not to be seen, even after the sun had been replaced by the moon. The darker color scheme of his new costume made him easier to disappear into the shadows cast by the buildings, but there was always the idea that some insomniac photographer would see him and snap off a few pictures.

It took him almost two hours, but Spider-Man seemed to shake off the rust he accumulated during his self-imposed time off. His accuracy was still a little off but his muscle memory was returning at a quicker rate than expected. At the height of his current swing, Spider-Man fired another web line and swung left, toward the apartment building he rescued the little girl from a few nights ago. The incident was buried on page six of the _Bayville Gazette_ the following day, for which the wall-crawler was glad.

The girl, now identified as Martha "Mattie" Franklin, described her savior as being a brave, goggles-wearing man who could stick to walls. An interviewed child psychologist chalked it up to a wild fantasy she had about one of the firefighters that rescued her. Of course, this statement went completely out the window when the firefighters interviewed at the scene had not actually entered the building due to the rapidly spreading flames in the lobby that threatened to collapse the structure's foundation.

Spider-Man perched himself on the building that overlooked the once flame-engulfed apartment building. It was now a burnt out husk of its former self and looked ready to collapse. A demolition crew surrounded the base of the building and was prepared to knock down the rest of it sometime tonight. Spider-Man observed the area outside the police tape that marked the area off from civilians. To his surprise, no one except a few cops were standing around instead of a crowd of people waiting somewhat patiently for the building to be knocked down.

"Oh, right," he said. "Keep forgetting. This ain't New York." He let out a sigh. "Typical. I finally get back into this hero thing and not so much as a purse snatching. I should just pack it in, go home, and wait for the details of Scott and Jean's date like everyone else."

Spider-Man took a quick look around and fired a web line. He leapt from the building and swung south. He fired another line and cut west, back toward the Institute. He stopped in mid-swing when his spider sense buzzed to life. It wasn't overtly life-threatening but it was more than enough to get his attention. He leapt from his web-line and latched onto a nearby wall. The web-slinger looked around and spotted the source of the warning. Risty Wilde's unique hairstyle could be seen amidst the bustling people down below. The eyes behind the mask narrowed and focused on Risty.

"Well, web-head, shall we find out why Miss Wilde sets your head on fire?" he asked himself. "Yeah, I thought so too."

Being as stealthy as he could, Spider-Man fired another web line and took to a high-up altitude, making sure he was hard to be seen and could still keep Risty in sight. He ended up following her for almost an hour when he found himself in a rundown section of the city. It wasn't as bad as some of the condemned buildings in the Bronx but it was close enough for Spider-Man to feel nostalgic about home.

"I just hope there's not a doomsday machine under one of the buildings," the hero mused to himself, remembering a plot from an old World War II comic book his Uncle Ben had given him. He scanned the buildings and landed on the roof of one he thought wouldn't drop under his weight. He perched on the ledge and it took a while for him to find his target.

Risty looked around, a bit skeptically. Shrugging off any signs of uncertainty, she ducked into a broken-down hotel that may have been from the '30s. Spider-Man watched her go in. He took aim and fired a line to the outer edge of the hotel and zipped across. His feet impacted the wall with enough force to slightly distort the brick. He crawled around and entered through an open window.

"Fifth floor—spooky British girls, dusty furniture, and sporting goods," Spider-Man said, taking in his surroundings.

He walked to a door and gave it a firm push, nearly busting it off its hinges. He didn't know if it was because of his super strength or the breaking apart of the rusty pins used to keep the door attached to the wall. A dark hallway spilled before Spider-Man that seemed to hide a hardwood floor that was straining against his weight.

Not taking any chances, the costumed hero leapt to the nearby wall and started crawling. He was a little surprised that his clinging ability wasn't stripping away the tacky wallpaper or the aged drywall. He pushed the unnecessary thought from his mind as he focused on his mission of sorts.

Mister Sinister waited patiently in the darkness that was his office. His blazing red eyes were the only source of illumination. From all appearances he appeared to be in deep thought, but he was actually in telepathic contact with his link inside the Hellfire Club. According to Emma Frost, Xavier had made contact with a Lorna Dane who surprisingly has magnetic powers akin to Magneto. Although the girl didn't join Xavier's side it has prompted him to make a few upgrades to Cerebro.

_Then it would seem that I have to upgrade my technology as well_, Sinister thought. _The last thing I need is for that computer to bypass my dampeners, especially the ones here._

His thoughts were almost interrupted by the beeping of a small communications device in his ear. Sinister pressed the receive button.

"What is it?" he asked irritably.

A voice came over the line. "There's a blue-skinned woman here to see you, Boss. Claims to have an appointment with ya."

A shark-like grin spread itself across Sinister's pale complexion. "Excellent. Send her in." He turned to face his office door with an intense glare.

A few seconds passed before it opened and in stepped a blue-skinned woman, with blazing, short red hair, and clad in a shortly cropped leather outfit. Mystique wore a bored expression that was only emphasized by her slouching posture and her hand on her hip.

"Oh, it _is_ you, Raven," Sinister said. "For a second there I thought I was in the presence of the Black Widow."

Mystique's yellow eyes narrowed. "My time is precious, whoever you are, so let's make this quick."

"I guess we should," Sinister replied leaning back in his chair. "As you've no doubt noticed, Magneto has decided to move on and left you the dysfunctional Brotherhood to tend to." Mystique bared her fang-like teeth but remained silent. "And we both know that Xavier will never leave the mansion of his own accord long enough for you to hack his files to possibly bolster _your_ forces."

Frustrated, Mystique lunged forward and slammed her hands on Sinister's desk. "Get to the point!"

Sinister coolly looked from the shape-shifter's hands to her face. He leaned forward, an evil smirk on his face. He raised his hand, which began to glow faintly. The glow spread to his index and middle fingers where it intensified. Sinister placed his shining digits on Mystique's forehead. She was suddenly knocked off her feet and crashed against the wall.

She groaned slightly and managed to stand up, all of her defiance seemed to be drained from her. Sinister chuckled, bearing more of his jagged teeth.

"That's what I like about you, Raven—straight to the point," Sinister said. The shape-shifter was having difficulty in maintaining her stance but she managed to keep her focus on Sinister. "Over the course of the following week, the adult supervision around the mansion will steadily drop to just one: Xavier. And unless Magneto decides to truly make himself known, there's only one other thing that will get him out of his ancestral home."

Mystique knew where Sinister's train of thought was heading and nervously gulped. "You can't be serious. He cannot be controlled and they've no doubt changed his security parameters."

"You misunderstand, Raven," Sinister chuckled. "I don't _need_ the Juggernaut loose. I just need his containment field to fail to such a critical level that Xavier will have no other choice but to attend to the matter himself."

"You can do that?" Mystique asks, her interest evident.

"I can do many things, Raven. Keeping tabs on a high tech security penitentiary that houses a 300-pound, virtually unstoppable enhanced mutant is a bit of a hobby of mine," Sinister explained with a chuckle.

"And the others? I doubt that you can convince them to suddenly leave." Mystique resumed her defiant stance from earlier.

"You let me worry about that, Ms. Darkholme," Sinister said with a grin. "All you need to concern yourself with is getting the necessary information from Xavier's files. Any other questions?"

Mystique almost scowled. "Why help me?"

"Who knows?" Sinister answered off-handedly. "By bolstering your forces, you can stand a better chance against Xavier's colorful team of teenage miscreants and Magneto's own army. Not to mention that with the potential release of the Juggernaut, the Master of Magnetism's own plans with that muscle-bound behemoth will be derailed for a time and I know that is something you want to see happen."

Mystique's excitement became evident from her wide grin. "How can I repay you for this token of generosity?"

Sinister leaned back in his chair. "I'm sure I'll think of something." Then a subtle shift in Sinister's face occurred. His eyes narrowed and his fist clenched. "It seems we have an uninvited guest with us this evening." Sinister snapped his fingers and the door opens.

A man, with unruly black hair, clad in a suit of dark body armor entered, his combat boots pounding the worn wooden floor. "You called, Mr. Sinister?" the man asked, clenching and unclenching his fists.

"Indeed I did," Sinister answers. "There's a bug wandering around my building and I want it exterminated as soon as possible. Understood?"

"Understood, Mr. Sinister." The man turned to leave but was stopped by one last statement from Sinister.

"By the way, how are those enhancements of yours?"

The man clenched his fist and blue spears of electricity burst out of the uncovered skin on his left arm. Much to Mystique's surprise, the man's skin didn't appear to burn or bleed as the energy spikes seem to split open his arm. He turned to Sinister and gave an evil grin.

"Have fun, Harpoon," said Sinister.

"Don't I always?" The spikes retracted and he left.

Mystique shared a quick glance with Sinister. "Think he'll do the job?"

"Indeed he will," Sinister assured her. "He may be a little psychotic and a little off-kilter, but he'll do it. But just to be safe, I suggest you leave for now. I'll contact you with the details."

Mystique nodded. With a little effort, her form decompressed and shifted into the form of a rare owl and flew away through a hole in the ceiling. Sinister watched her leave with slight interest and immediately focused on the task at hand.

He pressed the transmit button on his earpiece. "Hairbag, I think it's about time you get some exercise."

A deep, raspy growl came over the comm. link.

Spider-Man continued on his way through the dust-ridden halls of the hotel, his hands and feet pressed against the ceiling of the current floor he was on. When his fingers cracked the well-worn surface, he jumped to the wall and continued on his way. A few more feet later, his spider-sense went off. He jumped to the floor and blue, electrically charged lights came bursting from the wall. After a while, an entire section of the wall was gone, and a man in black body armor was revealed.

"Got some pretty big bugs out here," the man said. A series of blue jagged shapes, bursting with electricity erupted out of the uncovered section of his arms. "Let's play."

The energized harpoons increased in intensity and then they flew with a wave of his arms.

Spider-Man could feel his spider sense threatening to explode as he dodged the initial volley, bending out of the way of the projectiles' pathway. Bursts of concussive force erupted around him, splintering the walls and floors. When the dust settled, the wall-crawler leapt at his assailant with a powerful kick. Although Harpoon's armor softened the blow, it nonetheless threw him back a few feet. A second kick slammed him against a wall. The mutant attacker shrugged off the attack and stood ready to continue.

"Okay, bug boy, time for me to get nasty," Harpoon said in a low voice. Longer energy spears erupted from his arms and crackled with excessive energy.

"Oh, great," Spider-Man muttered.

Harpoon gritted his teeth and flung his energized weapons at his target. Spider-Man evaded the spears and quickly closed the distance between them. He could feel the heat coming off the energy spikes, but it wasn't enough to scorch his new suit. Harpoon readied another set of spikes but didn't get the chance to fire them for a red, web-lined fist collided with his chin.

The mutant crashed to the floor, splintering the ancient wood. Spider-Man pounced on his chest, cracking the floor even further. Harpoon let out an anguished cry before he felt his body slam into the remaining section of the wall he blew through. He stared into the white, reflective lenses of his adversary and was a little surprised to see Spider-Man was using only one hand to hold him in place. A low beeping noise came from his earpiece, causing Harpoon to grin.

"All right, pal, I got some questions and you're gonna answer 'em," Spider-Man threatened, clenching his free fist.

"Really?" Harpoon retorted. "Sorry, bug boy, but you're gonna have to wait for a much better opportunity."

"Oh, yeah? Why?"

"Hairbag!" Harpoon yelled.

Spider-Man visibly wore an expression of confusion that quickly melted away to surprise when he felt his spider-sense spike. The flooring beneath him gave way as he felt an enormous pressure latch onto his ankle and drag him under. Wooden splinters flew by his eyes before feeling his body collide with the floor below. The web-slinger got to his feet and met the gaze of his newest opponent.

A massive figure similar in stature to Beast stood before him, but was packed with much more muscle. Bared fangs became visible and Spider-Man gulped. He readied himself as best he could and the hulking form leapt at him, arm extended into a fist.

Drywall and wood splinters flew past him as Spider-Man crashed through one wall, across a hallway and into another room. Spider-Man felt his back crash against the floor. He groaned as he began to feel a sensation of pain building in his head. The hero stood up, clutching his cranium.

"All things considered, that mindless ape coulda ripped my eye out," the wall-crawler muttered.

A guttural roar shook him from his thoughts, along with the remains of an old iron bed frame coming towards him. Spider-Man evaded the bed easily enough, but did not fare so well against the charging powerhouse that knocked him through another wall.

Jean picked at her chicken dinner absently. She didn't want to admit it but she was nervous. Here she was, on a Friday night in a not-too-fancy restaurant in New York City with Scott Summers and all they did was share awkward moments of trying to see who would make the first move. Jean liked Scott but she never thought going on a date with him would be this nerve-wracking.

_Maybe it's because you're starting to see him as more than a friend,_ she thought to herself. She absently thought back to the time her telekinesis and telepathy seemed to be supercharged and it was Scott who managed to quell the chaos in her mind, with a little help from Rogue.

Scott looked over the beautiful redhead across from him in what seemed like the 50th time in ten minutes. Small beads of sweat began to form on his brow. Any larger beads would travel down his face and be instantly vaporized once they hit the crimson torrent of energy between his eyes and shades.

_Okay, Scott, take it nice and easy,_ he assured himself. _It's just Jean…the girl you've had a crush on since you both came to the Institute. You can do this._

Scott cleared his throat. "So, uh, Jean, how are things with the soccer team?" He mentally slapped himself. _The soccer team? Where'd that come from?_

Jean stared at him for a few seconds, evidently confused. "Uh…things are going great. The team still keeps in touch and we're hoping to become even better next year." For whatever reason, it seemed to ease the tension.

"Gotta go out with a bang, right?" Scott said. "Senior year's the big one, after all."

"Yeah, it is." Jean turned her attention to her half-eaten chicken and found herself really hungry.

Scott did the same and really started to tear into his porterhouse steak. In between bites of meat, he would look over at her and really notice how much she did to get ready for this date. Although she always wore her hair down, it seemed to have this wild and untamed look to it that off-set the simple emerald dress she wore. A phoenix design was embroidered on the back that traveled all the way up her shoulders.

_Phoenix…_ Scott absently thought. _That would make for an interesting codename._

"Phoenix, huh?" Jean says, causing Scott to almost choke on a piece of meat. "I like it and it is better than what Peter came up with."

Scott drank most of his water and swallowed. "What did he come up with?" he asked, a slight strain to his voice.

"Marvel Girl," Jean answered with a slight laugh.

Scott smiled. "Well, you _are_ one, right?"

Jean smiled and they continued to talk back and forth, really starting to enjoy each other's company.

Ragged breathing came from Spider-Man as he tried his best to evade the powerhouse known as Hairbag. His agility was pushed to the breaking point as he dodged powerful fists and ramming shoulder charges. The hero's stamina was quickly fading, while his adversary didn't show any signs of tiring out.

_C'mon, web-head, think of something!_ he thought to himself. An idea quickly came to him. _That'll work…I hope._

Spider-Man jumped into the air and fired a thick net of webbing. Hairbag became encased in a thick mesh of the gooey substance. He struggled to free himself but it was no use. Spider-Man landed, fired a web-line at the cocoon, and used it to spin the captured Hairbag around. At the apex of his swing, Spider-Man let go and the cocoon slammed through a wall. He immediately collapsed to the floor, exhausted. He let out a few ragged breaths before shakily getting to his feet. His spider sense wasn't registering anything and was sure that the Beast look-alike was down for the count.

Harpoon watched the spectacle unfold below and shook his head in disappointment. He picked up a nearby jagged, almost spear-like piece of wood and charged it with his bioelectricity to the point it glowed unnaturally.

"Set out fly paper and catch a spider," he muttered to himself. He gave the glowing projectile a firm flick and it sped towards the tired hero.

Spider-Man's spider sense came to life. He looked up just in time to see a blazing spear of energy erupt into a giant flash. He was sure the lenses in his mask dampened the flash, but it was enough to disorient him.

With the hero preoccupied, Harpoon dropped down the hole that recently opened up. His boots nearly cracked the well-worn oaken floor. He ignored the staggering Spider-Man for now. He jumped through the hole Hairbag involuntarily made and found his cocooned form splattered across a wall with strands of webbing stretching out.

"Don't worry, H.B.," Harpoon assured his comrade. "You're gonna get outta here real quick." A single spear ignited from his forearm and it began to dig into the thick webbing. Harpoon didn't know much about spider's webbing other than with sufficient heat, they would melt instead of burn.

Enough of the cocoon melted away and Hairbag was able to use his superhuman strength to rip himself free. He roared in anger. "I'm gonna squish that bug into paste!" he proclaimed in his deep and gruff voice.

"Well, then, let's get started," Harpoon offered.

They stomped back into the room Hairbag and Spider-Man fell into. The web-slinger's vision had obviously cleared up. He warily stood his ground as feelings of uneasiness flooded him.

_First day in the new suit and I take on a guy with a combination of Evan's and Electro's powers and an ugly gorilla-man that's as strong as the Rhino,_ Spider-Man thought. _Why me?_


	14. Sinister Ideas

Kevin Grey didn't know how many hours had passed since he originally made his way from the train yard to the darkened streets New York City was famous for. His head was beginning to pound and he hoped that it would stop soon. Usually when he got these headaches, it would result in something bad happening. His bright blue eyes tried to focus but he was tired, hungry and thirsty. He couldn't stop now, not when he finally got here.

"Jean…" he whispered. "Gotta…find Jean."

Soon, the pain in his head was too much and he fell to his knees. He clutched at his throbbing skull in an effort to alleviate the pain but it was no good. He soon felt a surge of power rush through him and didn't know what to do with it. It was too much to hold in and Kevin thought his head was about to burst. He wasn't sure how but he found a trigger in his mind.

Without any hesitation, he pulled it and felt an immense surge of relief…until everything in his immediate vicinity was being thrown around with violent force.

Scott and Jean's first date was coming to a rapid end. They didn't even get to see the number one movie of the week, even after spending almost twenty dollars for tickets. It was one disaster after another and they had the markings to prove it.

Scott had to replace his shades with one of his spare visors when he tried to stop a fight that had broken out in the theater lobby. The end result was he got a black eye and a shattered sunglass lens. Caught by surprise, he accidentally fired a single burst of concussive energy that blew apart a soda fountain. Thankfully no one actually saw it or cared to notice. Jean on the other hand got covered in one of the spectator's lukewarm Coke and popcorn saturated with butter and salt.

They were traveling in silence, not even bothering to turn on the radio. Jean sighed and glared lazily out of the car. Scott kept his eyes on the road ahead, not bothering to ask her how she felt.

"Could've been a lot worse," Jean commented.

Scott sighed. "Yeah, but you gotta admit, it was fun."

Jean couldn't help but smile. "Up until I got doused by that guy's drink."

Scott chuckled. "Wait, was that before or after I blew apart the soda machine?"

Their conversation was cut short when they saw a smashed apart garbage can fly overhead at an incredible speed. The mutant teens looked to their left and saw a jagged, discarded hubcap fly at them. The metal disc hit with enough force to imbed itself in the car's hood. Breaking glass and splitting concrete surrounded them and it seemed to be emanating from a back alley.

"Déjà vu," Jean commented.

Scott pulled out his phone and hit a speed dial number. The line was immediately picked up. "Professor, I think we got a problem," he said flatly. "How fast can you get here?"

Spider-Man found himself in a relatively rare position: immobilized to a wall by use of resonating energy spikes. His head was hung and he groaned slightly. As far as Harpoon and Hairbag could tell, the hero was out cold.

"So the boss wants us to blow up the building?" Hairbag asked, his usually gruff voice suddenly hoarse. Other than a few singe marks on his fur, from Harpoon missing, he didn't show any serious injuries.

"Yep," Harpoon responded, despite his bruised and swollen lip. "We set the charges, retreat to the basement, head into the sewers, and wait for the big boom."

"Cool."

Harpoon pulled out a small remote and pressed the big red button on it. Suddenly, little red lights came to life that almost encompassed the entirety of the hallway they were in. The energy-spear throwing mutant pressed a few smaller buttons on the remote and yellow, L.E.D. displays reading 2:30 appeared below the red lights.

"Think we used enough bombs?" Hairbag asked.

"I hope so," Harpoon replied, stashing the remote.

"Think we got enough time?"

Harpoon was pensively quiet. He exchanged a nervous glance with his comrade and they ran. They made their way through the pre-planned evacuation plan in record time and came upon their leader, Mister Sinister, deep in a service tunnel underneath the hotel.

"Hey Boss," they both said.

"Hello, boys," Sinister said. "What's the status of our bug?"

"About to be blowed up," Harpoon answered, mimicking a Texas accent.

"Very good. Did you get a good look at him?"

"Some doofus in a red costume with big, bug eyes," Hairbag replied.

Sinister's interest seemed to pique. "He didn't by chance…stick to the walls, did he?"

Harpoon and Hairbag looked at each other, completely blown away.

"Uh, yeah, he did," Harpoon nervously answered. "Mean anything?"

"Not right now but perhaps soon." Sinister directed his gaze to the tunnel that stretched for miles underneath Bayville. They began to march with a cautious step. "I have to warn you, though. We may be passing through Morlock territory."

Harpoon made a disgusted sound. "You say the word, Boss, and I'll gut every single one of 'em."

"Tempting, but not right now," Sinister said.

The trek was carried out in relative silence.

Kevin couldn't keep his focus straight. His headache seemed to go away for a while but started up again when he tried to stop the flow of weird energy racing through him. Everything was being smashed into little bits around him, or tossed away from him at frightening speed. He ran down an alley to try and limit the things he was mentally tossing around. After a few minutes, he was starting to feel better. His headache was lessening, as was this strange power coming from him. He began to feel more tired than before. He wasn't sure what was happening but he didn't like it.

He heard someone coming. He looked around and saw a bald man in a wheelchair approach him. Kevin was a bit apprehensive as the whirring of the wheelchair motor came closer and closer.

"Hello, Kevin," the bald man said.

Kevin's eyes shone with puzzlement. "How do you know my name?" he asked, his voice more scratchy than usual.

"I know many things, Kevin. My name is Professor Charles Xavier and I want to help you."

"Why?"

Xavier sighed. "Kevin, I have made it my life's mission to help young people, with gifts as unique as yours, to understand how to fully control and use their abilities."

"_Can_ you help me?" Kevin asked, worriedly. "My 'gifts' seem to be uncontrollable."

Xavier wheeled himself closer to the young mutant. Kevin became increasingly nervous. Dented trashcans, rusted-out Dumpsters and a few shards of glass levitated into the air in response. Xavier fixed his gaze upon Kevin and the boy's blue eyes closed and all of the items under his unwilling control fell to the floor. He then collapsed into Xavier's outstretched arms.

"Everything will be all right now, Kevin," Xavier said.

Scott and Jean came down the alley with nervous looks on their faces. Jean was the first to speak.

"Is he all right?" The worry was evident in her voice.

Xavier smiled. "Kevin's just fine, Jean. Want to check for yourself?"

Jean was a bit perplexed at the question. She only knew of one Kevin in her life and had seemed to loose touch with him after her powers first awakened. She examined the kid in Xavier's arms and her eyes shot wide open. The rusted-out Dumpster was suddenly crushed into a small cube.

"Kev?" she near-shouted, completely astonished. "What are you doing here?"

Scott started to feel a little left in the dark. "You know him?"

"She should," Xavier replied.

"Kevin's my cousin, Scott," Jean said, almost reassuringly to herself. "But how or why is he here?"

"That's a good question, Jean. We'll have to ask him when he wakes up." Xavier pressed the comm.-link button on his chair's armrest. "Hank, bring the van around."

The X-Van slowly backed into the alley and the rear doors opened. Scott helped Xavier lift the unconscious Kevin into the vehicle and strapped him into a seat.

"Good thing you got here so fast, Professor," Scott said. "If he lingered out here for another hour or so…"

"I know, Scott," Xavier responded. He maneuvered his wheelchair around and locked into place on the van's floor. "Sorry your date didn't go as planned."

"That's all right, Professor," Jean said. "Just make sure he's taken care of."

Xavier smiled and nodded. Scott climbed out of the van and closed the rear door. The armored vehicle slowly rumbled out of the alley. Scott and Jean exchanged a few words before heading towards Scott's Corvette a few blocks away.

Spider-Man felt a steadily growing buzzing at the back of his skull. He didn't pay much attention to it as his consciousness kept drifting further and further away from the present. The last thing he recalled was taking a heavy blow to the face by Hairbag, shortly after he smashed his fist into Harpoon's lip. The buzzing increased slightly and became more intense as he began to open his right eye. He couldn't open his left, possibly from it being swollen shut.

"What the hell happened?" the hero muttered groggily. He looked around, seeing himself pinned to a wall by blue spears of energy. "Could be worse." He took a better look at his surroundings and saw several yellow lights ticking down from ten. "Aw, crap."

…_9…8…_

Spider-Man freed himself from the wall, with surprisingly minor damage to his costume.

…_7…6…_

The wall-crawler made a made dash for the open window at the end of the hallway.

…_5…4…_

He fired a web line and used it to pull himself through.

…_3…2…_

Spider-Man was closing the distance between the abandoned hotel and the condemned building across from it.

…_1…0._

Spider-Man felt his spider-sense skyrocket. A thunderous explosion reverberated in his ears and the force and heat of it catapulted him into the condemned building across the street. The hero hit with a hardened impact that rattled his teeth. He shakily got up and looked out at the hotel he just exited.

The brunt of the explosion was confined to the floor he fought those two mutants. After a few minutes, the structure began to give and the building collapsed in on itself. It settled into a dust cloud of rotten brick and ancient wood.

Spider-Man shook his head. "Tsk, tsk, tsk. And I was really lookin' forward to stayin' there. Oh, well." He picked a direction, fired a web-line and swung back to the Institute.

He managed to get back into the more populous section of the city in record time. Spider-Man managed to get his other eye open. From the difficulty, he knew it was going to be a real shiner. He leapt over a billboard, advertising the _Bayville Gazette_, and slid down the building it was fastened to. Ducking quickly into the alley, he found a set of clothes, and a denim jacket, sitting on top of a heap of white dust.

"Maybe I should start wearing a back pack when I do this," Spider-Man muttered.

The shirt and jeans easily slid over his costume, as did the sneakers over his boots. He scooped up the jacket and hid his mask and gloves in its inseam. Peter Parker slowly scanned the outside of the alley and found it clear. He walked out into the sidewalk and took a quick glance in a nearby store window. His left eye was barely visible beneath a big, black bruise.

"Whoa. Last time I had a bruise like that, me and the Goblin went at it." Peter lightly touched the black area around his eye and let out a pained gasp. "Pain. Pain is bad."

The young superhero picked a direction and started walking.

Xavier and Beast looked over their latest patient in the infirmary. The young Kevin was drained of energy and almost looked dead from his pale complexion. Jean could only look in on him from the observatory window. Scott was by her side and hadn't left. Jean had informed Scott on what she knew of Kevin, but it had been a while since last she saw him.

"So, these headaches he has, are they life-threatening?" Scott asked worriedly.

Jean sighed. "No, Scott, but usually when he would get them, the lights would flicker. Now it makes sense. He's a psychic."

"Who's a psychic?" came a voice. Jean and Scott turned around to see Peter, with a massive black eye, sticking to the nearby wall.

"Jean's cousin," Scott explained, taking note of the new guy's bruise.

"I wouldn't be too sure that he truly _is_ psychic, Scott," Xavier stated as he and Beast came out of the infirmary to greet them. "I've run a preliminary diagnostic on young Mr. Grey's powers and he appears to be a raw telekinetic." Noticing the blank stares from Scott and Jean, he elaborated. "Meaning the only psychic talents he appears to display is telekinesis. His headaches are the result of him trying to unconsciously focus and harness it. This is very draining on him because he has no other psychic power to temper it, unlike you, Jean."

Peter seemed to digest this information the quickest. "So, because he doesn't have any other psychic talents, he'll have a harder time trying to control it. That right?"

"In a nutshell," Beast replied, adjusting his glasses.

Xavier sighed. "In any event, we'll have to contact his family and let him know where he is. Jean, can you think of any reason why he ran away from home?"

The redhead shook her head. "None that I can think of."

"Hmm." Xavier seemed to be deep in thought. "Jean, when he wakes up, he should see a familiar face. You don't mind, do you?"

"Mmm, no," Jean answered with a shake of her head.

Xavier nodded and wheeled himself back into the sick bay, followed by the red-haired psychic. Beast let out a primal yawn and headed for his room with a slight wave.

"Night, guys," Hank said before disappearing down the hall.

"Bye, Doc," Scott and Peter said with a wave. They then turn their attention to the small group inside the infirmary. After a while, Peter releases his grip on the wall and moves to the window for a better view.

"Think he'll be all right?" Peter asks.

"I hope so," Scott answers. "Well, aren't you gonna ask?"

"Dude, you're wearing your visor and Jean smells of soda and popcorn," Peter stated. "I think that sums it up."

Scott chuckles.

"And to top it all off, you run into her cousin who could potentially pull a Carrie if he ever wakes up."

Scott glared at him.

"Hey, I calls them as I sees them," Peter said, adopting a typical New York accent.

Scott sighed. "I didn't see any of the others when we got back. What happened?"

The new guy cleared his throat. "Kurt and Kitty got bored and started to imitate you guys before Drake started tossing snowballs at 'em. That's when the big, bad Wolverine huffed and puffed and sent 'em to bed. Too bad I missed it, but Jubilee says she got it on tape, that is according one of Jamie's clones." Peter smiled, as did Scott. "Y'know, now that I think about it, this kid may be just like you."

Scott was perplexed by this comment. "Really? Why?"

Peter shifted his weight and shrugged his shoulders. "All that power he can tap into and only one outlet? Sound familiar?"

The X-Man heaved a sigh and fingered his visor for a bit. "Yeah, it does. I just hope he's not at the mercy of his powers like I am."

Peter looked to the visor-wearing mutant with newfound respect and understanding. _I know what you mean, Scott, except something had me and my powers at _its_ mercy. That black ooze can change a man. _Peter let out an involuntary shudder at the thought.


	15. I Hate Mondays

Monday morning rolled around, much to chagrin of the working world and those who wished it was a three-day weekend. Somewhere in New York's business district, a meeting was underway; or rather it hadn't yet officially started. Various business higher-ups were sitting around a rectangular table, nervously drumming their fingers and the attending engineers were drawing in their, seemingly, always-present sketchbooks. This conference room was unique in that it had a bank of high-definition, LCD monitors built into the wall.

After a near ten-minute wait, a mustached man in a business suit, with ragged black hair, entered the room. He looked like he partied all weekend, or had just gotten up. He carried a glass filled with a clear liquid, much to the worry of those present. The man fixed them with a glare. He set the glass down on the table and opened up a blue packet he retrieved from his jacket. Two white tablets fell from the paper thin container, landed into the clear liquid, and made an audible _plop, plop, fizz, fizz_.

"Oh, what a relief it is," the man said and proceeded to chug the now foaming liquid. "Hello, faithful employees. Everyone have a nice weekend?"

A chorus of, "Yes, Mr. Stark" rang out from the execs who had previously been drumming their fingers. The boss directed his attention to those who were still sketching away. "How 'bout you guys?" he asked.

"It was all right, Tony," the engineers stated in a monotonous collective.

A sly smirk came to Tony Stark's features. "Just couldn't get to that next level on _EverQuest_, right?" The engineers nodded, a bit disappointedly, and proceeded to put away their notebooks. "I'm more of a _Warcraft_ kinda guy, just so ya know." Tony let out a sigh and pinched the bridge of his nose. "Now that we got the pleasantries out of the way, let's talk business. Ms. Potts, what's the good news?"

The red-haired woman to Tony's left cleared her throat. "Mr. Stark, your acquisition of Quest Aerospace went without a hitch. Starting next week, it will be called Stark Quest."

Tony directed his attention to a man dressed in a tacky green business suit. "Mr. Hogan, I think we can do better than that. What do you got for me?"

"Happy" Harry Hogan cleared his throat. "Uh… we could call it Quest Aerospace: a Subsidiary of Stark Enterprises."

"Nah, too long," Tony replied with a wave of his hand. "We need something better. Anyway, until we come up with a different name, we'll still call it Quest Aerospace, and just tag that stylized SE logo of ours to it. Any questions?" A single hand went up, belonging to one of the engineers. "Yes, Jack?"

"Tony--now this is strictly from an engineering stand point--why did you choose to acquire Quest in the first place?" the engineer asked. He then put his hand down. "I mean, come on, man. They've been ripping us off for just as long as Hammer's been trying to put us outta business."

Tony licked his lips and fiddled with his mustache. "Excellent question, Jack. There are a few good reasons as to why I wanted to acquire it, but I'll stick with my top three. Poetic justice; since they were so adamant about ripping off our tech, we may as well give them access to it and see what they can with it without having to figure out what our stuff does in the first place. Reason _dos_: Hammer Industries cannot acquire a property that is ripping off Stark tech if said property is taken off the market. Justin can try but I don't think even _he_ is stupid enough to. Was that a little harsh?"

A sunglasses-wearing engineer made a little wave of his hand, indicating his usual response of, "Maybe a little."

"Thanks, Stan. That makes me feel a lot better." Tony clears his throat. "Which brings me to reasons three and four."

Harry spoke up. "I thought you said there were only three."

"I thought of another, Mr. Hogan, assuming of course, you didn't believe one. That a problem?"

The four engineers at the table couldn't help but stifle a laugh. For reasons lost on the business execs, one started humming the opening chords to Massive Attack's "Teardrop".

Tony smirked. "Reason three: Wilson Fisk beat me to acquire Oscorp, which was the actual intended property. Why? I'll get to that soon enough, if I ever feel like it. Reason the fourth: Quest Aerospace has had better luck at creating an exo-suit that can be driven by a human pilot. With their designs at our feet, perhaps we can overcome _our_ little problem. Assuming of course, if it still _is_ a problem. Donnie?"

"Bad news, Tony," said the third engineer at the table.

Tony let out an exasperated sigh. "What happened? Boosters, the smart bombs, what?"

Donnie adjusted his wireframe glasses and took a look at a diagnostic paper on the table. "It was the, uh, plasma converter/kinetic pulse energy projector."

"The unibeam?" Tony asked, simplifying the device's name. "What about it?"

Donnie took a sharp inhale through his teeth. "I'll let the test vid speak for itself. Larry?"

The remaining engineer picked up a complicated universal remote off the table and hit a series of buttons. The lights dimmed and the hi-def monitors came to life. The engineers seemed to look away as the execs and Tony took an interest in the video.

A loud explosion comes over the numerous surround speakers hidden in the room.

"Booster test is good," Harry commented.

A blue flash dances across the faces of those watching. The unmistakable sound of metal bending and crunching followed afterward.

"As is the repulsor test," Tony said, losing interest. "Get to the problem, Larry."

Larry shared a quick glance with his fellow engineers. They gave a nod, albeit solemnly. He pressed a button. The room was filled with a golden radiance.

"So far, so good," Ms. Potts stated.

"Uh-huh," Stan muttered in his thick Brooklyn accent. "Wait for it."

The radiance suddenly died down and was replaced with panicked screaming.

"It won't discharge!" a man's voice screamed over the speakers.

A thunderous boom echoed through the room, along with a bright red and yellow flash of light. The lights came back up and the execs were in utter shock. Tony and the engineers were the only ones not particularly fazed by the video.

"How bad?" Tony asked.

"The pilot's still alive, no lose of limbs, digits or higher brain function, and you'll be charged with all of his medical bills," Donnie replied. "The family's not suing, thank God, but I don't think they'll be buying any of our products any time soon."

"That's expected," Tony sighed. "Status of the armor?"

"Fried," Stan, Jack and Larry replied. "Again."

"Another couple million down the crapper," Tony groaned. "Any ideas, gents?"

Donnie suddenly found himself the center of attention as practically every eye in the room was focused on him. "Get nicknamed the 'Idea Man' by _Scientific America_ and everyone thinks you can solve their problems…" he muttered. He cleared his throat. "I'm just throwing this out there, but how 'bout we…scrap the projector?"

Tony seemed to contemplate this. "No dice. The projector is not a problem. The problem is…" He started pacing. "The problem is the suit cannot regulate the amount of power it absorbs. It's also having problems recognizing the pilot's commands, right?"

"Theoretically," said Jack. "Neuron interface?"

Larry shook his head. "Wouldn't work if the guy's panicking. He could mean 'fire thrusters' and instead those concussion blasters we installed in the palms go off."

"Life support," Donnie adds. The other three engineers, and Tony, stared at him and seemed to be on his wavelength.

"Uh, non-Vulcans present," Harry spoke up.

"A life support system could theoretically keep the guy calm and may better regulate the guy's thought process, if we were to go with Jack's neuron interface," Donnie explained. "It could even solve our projector problem...considering that the suit would now be able to decipher when the projector reaches the dangerous level to the pilot, and discharges accordingly."

"Sound theory, Donnie," Tony comments. "Get crackin' when we're done here. Now to other business. Ms. Potts?"

The redhead shook herself out of her stupor of having watched the test video and picked up a sheet of paper. "You have that technology display tour coming up."

"Oh, yeah. Next Friday, right?" said Tony.

"_This_ Friday, Boss," corrected Stan.

Tony slumped into his chair. "I need to keep better track of my time. All right, meeting adjourned for now. Go on, git."

The engineers and execs slowly filled out. Tony grabbed the remote Larry had earlier, reclined in his chair and yawned. He hit a few buttons on the remote and the loud pounding of a bass guitar filled the room, followed by a heavy-metal guitar riff. Tony started to fall into a light sleep, as Ozzy Osbourne said:

"I am Iron--!"

The music cut out suddenly as a buzz came over the intercom. Tony woke with a start.

"Damn it," he muttered. "Yes, Ms. Potts?" Tony asked, pressing a button on the communication device.

"There's a Reed Richards here to see you, sir," Ms. Potts' voice stated.

Tony let out a heavy sigh. "The inevitable visit from the college roommate." He cleared his throat and hit the button again. "All right, send him in."

"Uh...Mr. Stark, he's set up a presentation for you in your personal movie theater."

Tony gritted his teeth and hit the button. "Of course he has. I'll be right down." He stretched and stood up with a loud yawn. "What 'fantastic' idea is it this time, Reed? Your theory of unstable molecules, a zone made up negative energy or the friggin' cosmic storm again?"

The young exec of Stark Enterprises stalked toward an express elevator. Once inside, he took an MP3 player out of his pocket and put on a set of headphones. Choosing a song on the player's menu, Tony hit play and sighed in contentment as the heavy intro guitar riff of the song he previously tried to listen to pounded into his ears again. As the song got to his favorite part, Tony couldn't help but sing along.

"_Now the time is near for, Iron…_" Tony's impromptu karaoke session was cut short as the elevator came to stop. "Damn," he muttered. "I hate Mondays."

* * *

"_Heavy boots of lead, fills his victims full of dread_," Peter Parker half-sung, half-mumbled to himself. "_Running as fast they can, Iron…!_" He stopped suddenly as he came face to face with Rogue. Peter had a confused look on his face as he looked around. _What am I doing here? I thought I was heading for the front entrance, _he thought. He turned off his MP3 player and took off his headphones. "Yes?"

"Black Sabbath?" the Southern Goth asked simply.

"Uh, yeah," Peter admitted. "I'm not a die-hard Sabbath fan but I really enjoy this song."

"I know what you mean," Rouge said. "The whole time paradox thing is rare to have in a heavy metal song, especially one from the 70s. You, uh, gonna get off the ceiling anytime soon?"

Peter flashed a goofy smile and dropped to the floor. "What's up?"

Rogue had to regain her composure. When Kurt did that, it took her a while to get used to it, especially when he _bamf'd_. She didn't know why but it was a little unnerving to see an average-looking guy seem to display as much agility as Kurt. She cleared her throat before speaking.

"Uh, listen, Kitty was supposed to tell you that we'll be running through an intense D.R. session this afternoon, so don't eat anything too heavy. You may throw up." Rogue was oddly quiet for a few seconds. "I should know 'cause it happened to me once."

Peter nodded slightly. "And Katherine couldn't tell me this because why?"

The power-absorbing mutant shrugged. "Can't seem to find her," she added with a wink.

Peter nodded slightly. "I see. See ya at school?" he asked.

"Yeah, see ya." Rogue watched Peter jump, flip, and otherwise disappear down the second floor stairs. She turned around and headed down the hall. "Cool guy." She was at the door to her shared room with Kitty, when the brunette seemed to melt out of the nearby wall.

"Did you tell him?" Kitty asked, looking a little flushed.

"About your undying love for him?" Rogue said sarcastically. "Yeah, and he ain't interested."

Kitty wore an angry expression. "It's just a stupid crush! Can't you get over that?"

Rogue wore a devious smile. "_I_ can, but I doubt _Lance_ will. He seems like the jealous type."

"What does he have to be jealous about?" Kitty asked, confused.

"You hugged the guy at the mall for all the food court to see," Rogue explained. "Chances are a rumor is gonna spread at school that you have a thing for the new guy. In any event, it _was_ a good Sunday."

Kitty pondered that for a moment. "Well, how else would you thank a guy who saved you money on an otherwise expensive pair of shoes? Besides, you like him too."

"I dunno. Say thanks? But at least when I talk to him, I'm not reduced to a giggling, overenthusiastic school girl." Rogue wandered into their room and came out a few seconds later with her backpack flung over her shoulder. "Speaking of shoes, you, uh, may wanna change yours."

Kitty was perplexed. "Why?"

"I doubt X-Men sky blue boots will be the next big trend at Bayville High," Rogue said with a devious grin.

Kitty's eyes shot wide open and phased one of her feet through the wall, and sure enough, she was wearing the boots to her X-Men uniform. "I hate Mondays," she muttered and phased back into her shared room.

* * *

Jean diligently sat at the side of the bed that her young cousin was sleeping in. He hadn't been moved from the infirmary, and according to Xavier, Kevin wouldn't wake up until his telekinetic powers had stabilized to some extent. Jean understood what he meant, since something like this happened to her when her psychic abilities were awakened. She meant to ask the Professor if he went through the same thing but the opportunity never came.

"Jean?" came a concerned voice from the infirmary's entrance. Jean turned to see Scott, evidently worried, standing there. "How's he doing?"

"Better," the redhead answered, suppressing a yawn. "You should probably get going, you don't wanna miss your first class."

"What about you?" Scott asked, a tiredness to his voice.

"I asked Peter to make sure he got my work for the day, so don't worry. Besides, the Professor said I wouldn't be able to concentrate on my studies if I'm so worried about Kevin." Jean gave a small smile.

Scott had an understanding of what she was feeling. "Yeah, I know what you mean. When I first thought Alex didn't make it, I could barely do anything for about a month."

Jean was slightly intrigued by this. "Then what happened?"

Scott heaved a heavy sigh. "I broke down and cried for a week. Promise not to tell anybody?"

"Your secret's safe with me, tough guy."

The shades-wearing X-Man smiled and turned out into the hall. He nearly ran into his slightly shorter, sort-of doppelganger.

"Dude, you're a wuss," Peter flatly stated.

"Shut up," Scott said just as flatly.

* * *

Lance Alvers could be typically described as not being a very happy person, and when he got unhappy, small tremors would be sure to follow. He could also be described as being a delinquent, a fact he was more than proud of. After all, how many people could say they got kicked out of their old school by practically destroying it? Lance didn't like to dwell on the past too much and was instead tightly focused on the present, as his would-be girlfriend had broken into a spontaneous fit of laughter after talking to the latest recruit of the Xavier school.

Lance couldn't figure out why Xavier would recruit someone so average-looking and didn't display any powers. He and his house/teammates that live in the Brotherhood house in a less-than-reputable section of town have tried on several occasions to decipher and otherwise "test" the new mutant's powers. Mainly it was for the sake of fun since the more seasoned X-Men weren't too interested in their antics following them destroying the soccer field earlier this semester. But this display before him made it personal for the earthquake-generating mutant. Without a second thought, he stormed towards Xavier's newest X-geek, causing minor tremors in his wake.

Peter stared, a bit confused, at Kitty as she continued to laugh at one of his off-handed witticisms. Her face began to turn red and her breathing became more and more erratic.

"It wasn't _that_ funny, y'know," Peter said.

Kitty desperately tried to catch her breath. When she did, she unscrewed the top of the soda bottle in her hand and guzzled most of its contents. When she was finished, Kitty cleared her throat and exclaimed with a, "Whoo!"

"You okay?" Peter asked absently as he finished loading his backpack up with various textbooks.

"Yeah, I am," Kitty replied. "Thanks, I really needed that."

"Anything to help, Katherine." Peter closed his locker and slung his bag over his shoulder.

Kitty stared at Peter. "Why do you keep calling me Katherine?"

Peter turned to face the phasing mutant. "Because…Miss Pryde, I don't think we know each other enough for me to refer to you as 'Kitty' just yet. Make sense?"

"I…guess," Kitty hesitated to say. She didn't know what it was, but there was something about the new guy that just reduced her to an overenthusiastic, giggling school girl.

Peter had an idea about Kitty's crush on him, but he'd rather not say it in front of the Illinois-based Valley girl, considering that it may cause a rift between whatever friendship that may occur with them and it may have some repercussions on the female population at the Institute. Peter's train of thought brought him to the idea of an angry Rogue to coming after him and sap his powers and memories, which would lead to a whole bag of worms he wasn't ready to open quite yet.

_Wait a minute,_ Peter thought. _Why would Rogue come after me? Oh, right, she'll just do it to make her incessantly crying roommate stop. Then she'll feel guilty for having done it and we'll be back to square one. Why am I thinking about this right now?_

Kitty and Peter's impromptu conversation was cut short as the thunderous footsteps of one Lance Alvers began his approach. Peter could feel the vibrations of Lance's minor tremor-causing footfalls, seemingly magnified through his clinging ability. Kitty stared in shock as Lance made his approach.

_Rogue was right_, she thought. _He _is_ the jealous type._

Lance stomped right up to Peter, his index finger pointing threateningly in the wall crawling New Mutant's face. Lance gritted his teeth and said, "Stay away from my girl."

Peter rolled his eyes and muttered quietly, "Not this crap again." He exhaled and said clearly. "And whom may I ask is the fair damsel that I should keep my distance from?" Lance sneered and pointed at Kitty.

The phasing mutant sighed and shook her head. "Lance, there's nothing going on between us!" she pleaded.

"Stay outta this, Kitty!" Lance shouted. "This is between me and _him_."

Peter sighed. If it wasn't the blonde-haired version of Flash Thompson to make his life miserable at this school it was something else. Thinking as quickly as he could, Peter came up with a plan and his eyes darted down the hall to spy a certain man in a blue business suit.

"You wanna settle this right here, right now?" Peter said to Lance.

"You bet," the tremor-causing mutant answered.

"Take your best shot, quake boy," Peter taunted.

Lance reeled back his fist and let it fly. Instead of connecting with Peter's face, Lance's fist collided into the face of a nearby locker. The metal was dented and Lance felt a surge of pain travel up his arm.

"Mr. Alvers!" shouted a voice that commanded respect. Principal Kelly stalked down the hallway and the remaining students cleared out of his way, as Kitty and Peter disappeared down an adjacent corridor.

Lance turned to face the principal. "Principal Kelly," he said nervously. Lance wasn't one to shy away from getting in trouble but there was something about Kelly that demanded your attention and respect. It may have been a result of him having an increasingly short fuse since he took the job and the possibility that he may snap at any moment.

"My office, Mr. Alvers, right now," Kelly said through his gritted teeth.

Lance gulped and complied, muttering, "I hate Mondays."

Further down the hallway, Kitty phased out of a janitor's closet as Peter dropped to the floor. No one saw them or cared enough to notice. Peter adjusted his backpack and Kitty finished off her soda, tossing it in a nearby trashcan.

"I seem to be making new friends all over the place, don't I?" Peter remarked off-handedly. Kitty tried desperately to suppress a laugh but it came out loudly anyway. Peter stared at her and raised an eyebrow. _Well, could be worse. She could be laughing at _everything_ I say,_ the wall-crawler thought.

The Xavier students bade each other good-bye and traveled in opposite directions to their next class.

* * *

Lorna Dane couldn't seem to concentrate. Her attention seemed to drift to that conversation she had with her parents and that Xavier guy in the wheelchair. She absently brushed a lock of her emerald tresses out of her matching eyes. Ever since she no longer had to either dye her hair or wear a wig, Lorna embraced the idea of letting her vibrantly colored hair fly. Her father was a bit more concerned than her mother but that came mostly from him worrying about his reputation at work or the stress that his only daughter was a mutant. Lorna didn't care what impact it may have on her father's chances for advancing since it was the explanation of why she could manipulate metal and, to a less fine degree, certain electrical fields. Too bad as a result that most of the metal in her house had to be replaced with less conductive and cheap material.

Lorna shook the random thoughts from her mind and decided to focus on what was happening right now. After all, it wasn't everyday her high school could arrange a field trip to an electric company on a Monday. Lorna was still a bit apprehensive about the possibilities of something going wrong but she decided not to dwell on it too much. Her class was only going through the areas marked safe for civilians, which did not include being on the same level as the generators, the only reason why her parents allowed her to take the trip.

Lorna's science class followed the tour guide, a twenty-something college student trying to make enough money to keep going to class, blindly as he led them through various corridors and tunnels lined with thick insulated wires.

"Now remember, just because the cables are insulated doesn't mean they're safe," the guide explained. "They can get pretty hot so don't try anything stupid, all right?"

The group didn't respond to the attempt at humor and continued on with the tour. Lorna's eyes darted around and spied a massive construct on the far edge of a large room that another tunnel emptied out into.

"That thing your green haired classmate has undoubtedly found is a really big circuit breaker, one of several we have in this facility," the guide explained. Lorna turned in acknowledgement and gave a slight wave. The guide continued, "That baby kicks in just in case we get a dangerous power surge. It hasn't had much use in the years since the plant has been established and hopefully it never will, so long as everything runs smoothly. Now moving on…"

Lorna ran to keep pace with the leaving group. She managed to catch up with them as they came upon a catwalk that overlooked a series of massive generators. She gulped and cautiously made her way across the bride-like construct. The class was otherwise engaged with the tour guide's explanation of the generators below.

_Just don't look down,_ she assured herself.

The last thing Lorna needed to think about on this trip was her fear of heights. She gripped the sides of the railing and uneasily made her way across the catwalk. The sound of groaning metal quickly snapped her out of her current frightened stupor. She looked to her hands and noticed that the metal bar was twisting under her touch. Her eyes shot wide open and the section of the catwalk she was on suddenly gave and she fell on top of a generator.

A high-powered short followed afterward and all the lights in the power plant went out. A few minutes later, the numerous circuit breakers were fried with an electromagnetic pulse and pretty soon, a great portion of Valley City, North Dakota was without power.

* * *

Professor Xavier clasped his hands together in concentration as he observed the news report before him. A massive blackout had blanketed a vast majority of a North Dakota town. Xavier sighed as he took in the news.

"I don't think Mr. Dane will ignore my offer anymore," the Professor said to himself. His office phone rang and he picked it up. "Xavier."

"Uh…Professor, this is Lorna's mother," the female voice on the other end said.

"Yes, Mrs. Dane, I was just thinking about your daughter," Xavier said. "How is she?"

"She's doing fine," Mrs. Dane answered. "I take it she sort of made the news?"

"Well, it's not everyday that a blackout in a small North Dakota town makes the national news. What happened?"

A sigh came over the line. "When Lor gets nervous, she tends to lose control over her powers. She was currently over a catwalk and she has a fear of heights, so as you can imagine…"

"One thing led to another and she accidentally created an electromagnetic pulse," Xavier concluded. "Has there been any adverse effects?"

"She's still breathing, but other than her hair currently standing on end, she seems fine. I mean, she's not burned or has any of the tell tale signs of being electrocuted. Anyway, the real reason I'm calling is my husband and I got to talking and we'd like to reconsider your offer for Lorna attending your school. There is one hitch though…"

"Your husband wishes to inspect the grounds, I take it," Xavier stated.

There was a pause on the other end of the phone.

"Mrs. Dane?" Xavier asked.

"I'm sorry but it's almost as if you're reading my mind," Mrs. Dane said with a nervous chuckle.

"I assure you, Mrs. Dane, I'm not doing anything of the sort," Xavier said with a grin. "Now, when would be an appropriate time for you to come out?"

"We could stop by this weekend. Is that all right?"

"It's more than all right. See you then." The line went dead. "I wonder if this gained your attention, Magnus."

* * *

Jean was beginning to fade in and out of consciousness as she kept a diligent watch over her sleeping cousin. She eventually couldn't fight it anymore and fell asleep. Her mind began to drift and she could herself floating away from the physical realm. She was abruptly brought back to the land of the living as she was lightly being pushed back and forth. Jean looked up to see Peter standing over her.

"Sorry but I figure a type-A personality such as yourself may want your homework sooner rather than later," the new guy explained, setting a few textbooks by Jean's chair. "How's he doing?"

"He's doing all right," Jean answered, suppressing a yawn. "I just wish he'd wake up soon. It's beginning to worry me."

"Don't worry, Red," Peter said. "I'm sure he'll wake up sooner or later. In the meantime, don't do anything stupid. That's how accidents happen."

Jean chuckled slightly.

"Well, I hate to end this lively conversation but I need to get going," Peter explained. "My first X-Men level D.R. session. Hooray." Peter turned and left the infirmary. "I hate Mondays," he mumbled on his way to the Danger Room.


	16. Chapter 16

Thunderous explosions rocked the Danger Room as Wolverine oversaw the latest session. All it did was emphasize his opinion on the Parker kid: does not play well with others. The kid had his own plan worked out and left it up to the others to do the heavy lifting as he ducked and weaved through the various obstacles that confronted them. 

"I'd hate to be on a team with this guy," Wolverine muttered. "He's more of a loner than me."

After having enough of the so-called teamwork exercise, the Danger Room deactivated and a grumpy Wolverine strode out into the main floor of the training facility. The feral mutant gave the others a gesture that simply meant, "Get out." Wolverine fixed Peter with a steely gaze as the other X-Men left the Danger Room, only to take the elevator up to its command center for a better view.

"Y'know, kid, I'll admit you're not New Mutant material based on your skill level," Wolverine said, involuntarily extracting and retracting his claws. "But to me, you have much to learn about bein' an X-Man, and that means you work _with_ the team _and_ you wear your uniform to practice. Not your civilian gear!"

A sly grin came to Peter's face. _But I am wearing my uniform, Coach. You just can't see it,_ the wall-crawler thought. "I'll try to work on it but I'm not used to working with others. It's bad enough I ostracize most people with my IQ scores."

"All right, Parker, I'll give you one last chance to prove to me that you're X-Men material." Wolverine retracted his claws with a low growl. "It'll be a different exercise tomorrow and if because of your solo tactics disqualifies the team, you're gonna be runnin' trainin' drills with the New Mutants till graduation. Got me?"

Peter's spider sense spiked suddenly. "Gotcha," he said.

"Good…now git!"

Peter and the X-Men filed out of the Danger Room. Cyclops rubbed at a kink in his neck, Spyke retracted his bony-plate armor, with some difficulty, and Kitty undid her ponytail.

"That could have gone much better," Rogue said, a bit irritated. She fiddled with a singed piece of her hair.

"Sorry, Rogue," Nightcrawler said. "I was trying to keep up with _him_!"

"Oh, sure, blame the new guy," Peter said.

The other X-Men grumbled and went their separate ways: Scott headed out to the infirmary to check on Jean, Kitty and Rogue raced to their room, and Evan strode to the kitchen. Peter and Kurt went wandered the mansion until they crashed on a couch in the living room.

"So, Kurt, do you think I have what it takes to wear one of those snazzy suits?" Peter asked.

"Not just yet, mein friend," Kurt answered. "I mean, you're obviously on our level in terms of skill but you have to at least attempt to coordinate with us. We're a _team_, not a bunch of solo acts being put together."

"Yeah, I see your point," Peter consented. "I guess being a New Mutant forever may not be such a bad thing, so long as it means that I get to stay here. But then again, if being an X-Man means facing the higher difficulty levels of the Danger Room, it's kinda worth it, isn't it?"

Kurt nodded. As a few minutes of silence passed between them, he broke the ice with a rather blunt question. "Is there anything going on between you and Rogue?"

Peter's interest piqued. "And what makes you ask something like that?"

"You two seem to be getting along quite well on a consistent basis, which is a rare feat and…"

"Nothing romantically is happening between me and Rogue, Kurt," Peter stated. "We're just friends who tend to travel somewhat in similar circles and we seem to be on the same wavelength sometimes, which is pretty bizarre too. And yes, I'll admit, she's hot but a relationship may fall apart because she can put me in a coma if we get...too intimate."

Kurt nodded and bluntly asked, "How about between you and Kitty?"

"Just because the Illinois-based Valley girl has a thing for me doesn't mean it's returned." Peter picked up a nearby magazine and absently flipped through it.

"Why do you think that is?" Kurt asked.

"I have a theory but I don't think it bears repeating to anyone else, especially to the female population," Peter said. "Can I trust you to keep it to yourself?"

Kurt said a phrase in German.

"I'm gonna take that as a yes." Peter cleared his throat. "Kitty sees me as the so-called 'interesting guy' around here. I mean, my powers when compared to everyone else around here isn't too fantastic. Sure, I can climb walls and dodge stuff like you, but I can't teleport. By that same token, my powers aren't all that overwhelming, like Scott's or Jean's. I take it she needed sometime to get used to all this?"

"Oh, ja," Kurt said. "She freaked the first time she saw Scott fire his laser eyes."

"Concussive beams," Peter said in a correcting tone.

"Excuse me?" Kurt asked.

"Scott fires beams of concussive force that bend, break, smash through or otherwise destroy by inflicting tremendous pressure on anything they hit," Peter explains. "If they were lasers, the beams would be smaller, emit heat and cut or melt metal instead of breaking it or denting it. But that's a little off-topic. Because I come across as having some kind of 'mundane' powers, as she does--I mean, walking through walls is cool, but smashing down doors is cooler--she feels as though she can relate to me and compound that with me being reasonably good-looking..."

"She trips over herself," Kurt finished. "Do you really believe that?"

"I believe it because it makes sense," Peter replied. "It's either that or some theory Reed Richards came up with involving the present being influenced by alternate universes and parallel dimensions and that some alternate versions of me and Kitty hitting it off. Despite the man's high IQ, I think it's a load of crap but hey, if Tony Stark was willing to help get it published, there may be something to it."

* * *

Tony Stark was beginning to dislike riding around in his limo. It wasn't due to the fluctuations of gas prices or the would-be paparazzi that may be chasing his car down this very moment. It was far more simple than that. The backseat had become a miniature office, with various finance reports and statistical data covering the floor. 

"I don't believe this," Tony muttered, after unexpectedly sneezing. "I spend more time doing work in here than in my office."

The limo driver made an adjustment to the rearview mirror. "If I may be so bold, Mr. Stark, but why don't you hire a full-time assistant to, as Mr. Hogan would say, shovel all this work on?"

Tony looked up from his latest report on his prototype battle armor. "Because, Eddie, if I hate doing all this work then why should I force someone else to do it?"

Edwin Jarvis raised an eyebrow. "Good point, Mr. Stark. By the way, you made the front page of the _Bugle_ again." He passed to his employer a tabloid paper.

Tony looked at it and chuckled uneasily. "Ever since Jameson ran out of stories on that urban myth, I seem to be next in line on his target list. Eddie, do you think I should just give into this persona the public thinks of me?"

"You mean the billionaire, bachelor playboy who fancies a different drink as much as a different woman each night?" Jarvis asked.

"It would certainly be a different departure than what I really am: a sleep-deprived, antacid popping electrical engineer being forced to run a multi-billion dollar industry." Tony sighed. "Boy genius inherits father's company at age 22. Now look at me. My twenty's are fading away, I can't keep a girlfriend and my college roommate wants me to sponsor a trip into space."

"Reed Richards?" Jarvis asked.

"That's the one. He would have gone to his previous roommate, but considering that Victor von Doom stole his formula for creating material made of unstable molecules and sold it to...a less than favorable clientele, I was the better candidate." Tony took a look at the tabloid in his hand. "Maybe I should look into buying a particular publication and turn it into a rather impartial newspaper and run the articles I want. What do you think, Eddie?"

"How very…Norman Osborn of you, sir," Jarvis replied.

"I'm going to pretend I didn't hear that, Edwin," Tony said. "Anything else on your mind?"

"Actually, there is, sir, since we're on the subject of Norman Osborn. Why did you originally want to acquire Oscorp?"

Tony put down the finance report he was currently holding. "Because, Eddie, in Quest's attempt at a take over the previous year, one of their bargaining chips was their prototype exo-suit. Following Norman's unexpected death, the board of directors decided to meet them half-way on the offer and become partners...until Wilson Fisk stepped into the picture. He bought a majority of Oscorp's stock and canceled the proposed Quest merger, thusly returning it to a separate entity...minus one prototype battle suit as part of the deal if they didn't want him to buy Quest out and dismantle it like what Hammer did to Shaw Industrial. I was hoping to get both and really make some progress on the suit."

"No offense, sir, but you could still do it," Jarvis offered. "You could make a better offer for the Oscorp stock."

Tony sighed. "I could, Eddie, but if my father taught me anything it's this: 'Never make a deal with a man who is bigger and stronger than his bodyguards. You'll never get out alive'."

"Indeed, sir." Jarvis turned the steering wheel and the car stopped in front of spacious building with multiple stories. "Will you be all right, sir?"

Tony rested a hand over his heart. "Yeah, I'll be fine...but feel free to be concerned."

Jarvis watched Tony exit the vehicle and proceed to the front of the building they spent the last hour getting to. The name on the building read, "Clinton County Clinical Hospital." Jarvis often figured that the hospital was still referred to as Hell's Kitchen Infirmary by those who lived in the neighborhood, but he didn't make a point about it.

Tony walked towards the entrance and greeted a blonde-haired man, grasping a cane.

"And here I thought you weren't gonna make it," the man said.

"Wild horses couldn't keep me away, Doc," Tony said. "My heart on the other hand..." He began to clutch at his chest.

The casually-dressed doctor nodded solemnly. "We'll dispense with the pleasantries for now. Let's get you an echo-cardiogram and see what the damage is this week."

"Sounds good," Tony groaned.

* * *

Gambit fiddled with his outfit his new boss wanted him to wear. He liked the armored combat boots that came with it, and sure the armor was far more bulletproof than his old thief clothes, but he had to decline in wearing the odd red and purple cape that came with it. He opted instead for his old brown trench coat. 

"So what is it that you can do?" an Australian-accented voice asked him.

Gambit's red colored irises fixated on one of two his latest forced-on teammates. The Australian was clad in an orange, fire retardant suit with what resembled a propane tank on his back. The Aussie slipped a pair of reinforced, shatterproof glasses on before he repeated his question.

"I can take any object and supercharge it to the point that it explodes or heats up enough to melt or somethin'," Gambit answered bluntly. "Depends on my mood, I guess. What about you?"

"I can manipulate fire," Pyro answered. "I just need a source of heat and enough oxygen and _boom!_" The tubes that feed from the tank to the back his hands ignited and a sphere of flame appeared in his open palms. "You can call me the Flame Alchemist."

Gambit knew what the Aussie mutant was referring to and decided to have some fun with him. "I don't get it."

The fireball quickly diminished and Pyro wore a disappointed look on his face. He then turned to other guy in the impromptu locker room they were in. "So, what can you do, big guy?"

The muscle-bound mutant muttered something in Russian and stomped out of the room. As he did so, his body turned into a steel-like substance and smashed through a wall. Gambit and Pyro's eyes would have fallen out if not from them being firmly attached to their skulls.

"Whoa," Gambit said after a while.

"That all you got, Neo?" Pyro asked.

"Do you have any original material?" Gambit asked hypothetically as he stormed out of the Colossus-sized hole.

Pyro waited five minutes before chasing after Gambit. "Hey, wait! Come back! I can do better. Just gimme a chance!"

* * *

Magneto reviewed the files Shaw had given him for what seemed like the hundredth time in the last half hour. He mumbled to himself the aliases these individuals had taken for themselves. He wasn't sure of the circumstances at how they attained their mutant-like powers but so long as they would follow his orders, he didn't much care. A rumbling growl grabbed his attention. 

"What can I do for you, Victor?" the Master of Magnetism asked, not the least bit interested.

"Heard tell of a magnetic pulse that blanketed some town in North Dakota," the feral mutant answered. "Anything I should know about?"

"I didn't cause it, if that's what you mean," Magneto replied. "Although, I didn't think her powers were that far along to do something like that. Fascinating."

"You know who caused it?" Sabretooth asked.

"Indeed." Magneto stood and slid his telepathic-blocking helmet on. "It shall not be long before Charles figures out her connection to me but she has no immediate use to me or this organization."

"Who is she?" Sabretooth asked.

"Lorna Dane, and that is all you need to know," Magneto said sternly. "Unless you want your only son to know who his father really is."

Sabretooth growled. "She must be real close or real important to ya if you're willin' to bring _that_ up."

Magneto narrowed his eyes as he watched the feral mutant leave his quarters.

* * *

It was nearing midnight as Spider-Man swung around the high-stories of Bayville. He was hoping to get a rematch with the energy-spear throwing maniac and Beast's doppelganger. No luck as he scoured the rather unseemly sections of the city. His eyes darted across the streets below, hoping for some sign of something out of the ordinary. All he found though was the remains of the hotel building he fought in Friday night. It strangely didn't make the news and no one seemed to care. The web-slinger let out a sigh and changed directions back towards the Institute. 

"Just my luck, the one time I go looking for trouble and I can't find any," Spider-Man muttered to himself. "Maybe I should look into getting my karma adjusted."

The costumed hero slid down between two buildings and Peter Parker emerged from the confined space a few minutes later. He cracked his neck and his knuckles.

"I wonder if I can run a simulation like this in the Danger Room without anyone knowing," he muttered to himself.

He strode down the street for several blocks but when a junk pile of a Jeep got in his way, he was forced to stop. Peter was ready to continue in the opposite direction when the "immovable object" he used in a scientific explanation to Rogue a few days ago suddenly blocked his pathway.

"Tuesdays are getting weirder," Peter muttered.

Lance Alvers leapt from his Jeep, cracking his knuckles. The big guy closed in, followed by some punk with silver hair who appeared in a burst of wind and a guy dressed in ratty clothes with a long tongue jumped onto an overhead lamppost.

"You guys must be that new boy band that has all the pre-teen girls screaming for," Peter said. "No? But I bet I was real close though."

"We call ourselves the Brotherhood, yo," the long-tongued guy said. "And those X-Geeks are gonna have to scrap you off the pavement."

"Uh-huh," Peter replied. "And for what reason am I to receive this supposed pavement smearing?"

"We don't like you," the silver haired guy said, suddenly appearing on Peter's right.

_This guy's freaky fast_, Peter thought. _My spider-sense didn't even register him. This is gonna be interesting._

"Any other reasons as to why you guys wanna beat me up?" Peter asked.

"We like to think of ourselves as the Bayville welcoming committee," the big guy said, "and we like to break in new X-Geeks by pummeling them."

"Makes sense," Peter agreed. "Well, gotta do whatcha gotta do. Whose first?"

"Me!" Lance shouted and charged. "We got some unfinished business!"

Peter rolled his eyes and cracked his knuckles.

* * *

Tabitha Smith, for reasons she wasn't even sure of, was busy doing her homework at 12:30 at night. She wasn't much of a student but just felt compelled to attempt to try her hand at the material that was being shoveled down her throat. She looked up when she saw Lance storm in with a slight limp and his face was covered in bruises. Pietro Maximoff followed shortly, soaked in some unidentifiable gunk. He mumbled something about an open manhole cover and a sewer flood between bouts of incoherent babbling. Toad followed after, his head wrapped in his own tongue. Fred Dukes was next, with the bumper from Lance's Jeep wrapped around his neck. 

"What happened to you guys?" Tabitha asked, eyes wide.

The boys exchanged a quick glance and said in unison, "We don't wanna talk about it."

* * *

**Author's Notes**: Sorry it took so long to get this chapter up and I'm still not completely satisfied with it. Maybe I'm just being too hard on myself. Anyway, read, review or whatever. And hopefully my deleting and merging two chapters didn't throw you guys off too much. 


	17. Chapter 17

**Author's Notes**: Sorry for the delay, True Believers. I haven't been able to find too much time to work on this beast I have decided to undertake. Who knew writing an Evolution fic could be such a daunting task if you're not all that prepared? Anyway, I hope this will be worth the wait and hopefully answer some questions, raise more and quite frankly, confuse and annoy you to no end. Enjoy!

* * *

Dr. Donald Blake took a firm hold of his cane as he glanced through each line of the medical report before him. He heaved a sigh and glanced through the other sheets in the folder the nurse had given him. He came to an MRI printout and held it up against the fluorescent light of the hospital's walk-in clinic, setting the rest of its contents on the nearby nurses' station desk.

"Damn," he muttered.

"Problems, House?" asked a voice Dr. Blake knew all too well said from behind him.

"I'm going to pretend I didn't hear that, Tony." The doctor turned to face the sleep-deprived face of Tony Stark. "You look like hell."

"And you're a ray of sunshine, Doc," Tony retorted. "Those my results?" He motioned to the folder and its contents.

Dr. Blake shuffled the papers and set them aside. "No. Side project. You know how it is, right?"

Tony nodded politely, with a twinge of skepticism in his eyes. "Well?"

The doctor heaved a sigh and produced a folder that displayed, STARK, ANTHONY. He glanced through it and cleared his throat. "The condition is escalating and at this rate, your heart's gonna conk out somewhere between ten and fifteen years," Dr. Blake explained. "Too bad we can't seem to find you a donor. Sorry, Tony."

The young exec of Stark Enterprises sighed in defeat. "Anything else, Doc?"

"Yes, actually." The doctor produced a pair of reading glasses and scanned through the rest of the contents of the report. "You seem to have an instability to your heart rhythm, which is weird because it's not caused by your previous condition. Stress at work?"

"Yeah, I got stress," Tony admitted. "The military wants me to finalize my latest toy for them or else they'll pull the plug and we can't seem to get it to work."

"What about all that crap in the news about S.E. getting out of the weapons arena?" Blake's voice seemed to carry a mix of concern and reprimand.

Tony sighed. "The only way my father would hand over control of the company to me before he retired was that I had to keep and maintain the weapons division. The rest of the company is mine to do with what I wish and if I wish to keep it that way, I have to appease those vultures on the board of directors, who were personally picked by dear old Dad, or else they will take control and throw me under a bus; hence, the military contracts. Is it hot in here or something?" Tony's face began to turn red; his breathing became erratic and he clutched at his chest. He would have fallen over if not for his hand latched onto the nurses' station desk.

Dr. Blake wore an expression of surprise for the longest time. He only returned to his look of mutual indifference when Tony's breathing began to stabilize and the coloring in his face returned to normal.

"Take the day off, Tony," the doctor offered. "Do something to get your mind off work, because Odin knows that it's gonna kill you." Tony fixed him with an odd stare. "My family's from Norway. Deal with it."

Tony sighed and left the clinic with a wave of his hand. Donald watched his friend/patient leave and went back to staring at the MRI printout from earlier. He shook his head after giving it a more thorough examination. According to the sheet, the nerve damage to the leg it detailed was not repairing itself at all and the muscles in the thigh would begin to atrophy. A note taped to the side of the printout, written in rather messy handwriting, read simply:

"Sorry, Dr. Blake."

"Dammit," he swore under his breath. The end of his cane slammed into the floor. Electrical crackling was heard above, the lights flickered and the clinic area of the hospital was covered in a torrential rain. Donald examined his cane for the longest time with a blend of puzzlement and surprise.

A maintenance worker covered in water strode through the clinic. "Sorry, Doc, but the sprinklers are on the fritz again," the worker explained.

* * *

Donald stopped examining his cane and went about his other duties in the clinic on this otherwise dreary Tuesday morning.

Toad struggled to untangle the last knot in his prehensile tongue. With a final grunt of effort, he got it untied and was finally able to retract it. "Ah, man, I can still taste myself!" he complained. He then muttered, "Wrapped me around a lamppost. Jerk."

"You got off easy," Fred stated, pointing to the babbling, almost catatonic form of Pietro. "I don't think I've ever seen nobody get drenched in that much sludge."

"So, one guy did this to you?" Tabitha said, barely suppressing a smile. "You guys are pathetic!"

They were currently in the Bayville High cafeteria with a load of what the school district considered "delicious and nutritious" piled high on their table. The debate was still out on that statement and it didn't matter much to the human garbage disposal that called itself Fred "The Blob" Dukes from Lubbock, Texas. With a vicious gulp, the massive mutant swallowed half of the small mountain of cafeteria food.

"Hey, we are _not_ pathetic!" Fred asserted. Scattered bits of mystery meat and chunks of what could be considered chicken flew from his mouth. "This guy was freaky bendy like that blue weirdo!"

"And he was able to break off Lance's Jeep's bumper and tie it around your neck?" Tabby prompted.

Fred gulped the rest of his food. "Well...he did bend it around my neck, after kicking me in the back of the head and I crashed into the car's engine block. Hope Lance ain't too mad with me rippin' it off."

"I'm sure he's too busy venting his frustration out on his mechanic right now," Toad interjected, between gulps of mouth wash he somehow had on hand. "I'll tell ya what though, I ever see that jerk again, I'm gonna rearrange his face and drop kick him into the next county. Y'know, when he's not ready and cornered in an alley or somethin'." His voice began to trail off during the last statement.

"I'd like to see you try." Tabby smirked and guzzled down the last contents of her soda. "So, what's this guy look like?" Fred and Toad pointed to an average-looking guy sitting at a table with the other X-Men. Tabby only fixed them with a disbelieving look. "No friggin' way."

"Uh-huh," Fred and Toad asserted.

Rogue found it odd that the Brotherhood was pointing in their direction but didn't pay it much mind. She went back to eating what the school menu identified as a barbeque rib sandwich. What it really was, she dare not think about it. The last time she did that, she didn't eat meat for a week. She eventually gave in when she found herself in the mood for a meat-covered pizza. They were currently one X-Man short at their cramped table. According to Scott, Jean had locked herself in the library to not only catch up with the work she missed since yesterday but to also get everything else due for the week out of the way.

_The girl needs to unwind or else she'll come crashin' down,_ Rogue thought to herself. _Hope she didn't hear that._

It was unusually quiet around the X-Men table, until a blonde girl with thick glasses, and recently acquired braces, made her presence known. She huffed and puffed in agitation. "I need to have a word with you!" she demanded.

Peter turned around to face her. "Yes, Ms. Whitman?"

"You gave me a 99.5 on my math test!" Deborah Whitman produced the piece of evidence and shoved it into Peter's face. "I don't know what kind of pull you got with Mr. Thomason and I'm not leaving here until you give me a valid reason for..."

"Decimal point," Peter dryly stated, seemingly not paying attention.

Deborah was clearly stunned. "Explain."

"Number 19. The answer is 17.56, correct?" Peter's voice was flat and even.

"Agreed," Deborah consented.

"So why did you put down 1756?" Peter asked.

The blonde girl's eyebrows rose in surprise and took a quick glance through the indicated problem. She mumbled numbers and operations to herself at a rapid pace, much to the surprise of the assembled X-Men, and found her mistake. She chuckled nervously. "I'll just be going now." She continued to laugh nervously as she beat a hasty retreat to the library.

Evan watched the girl go with a puzzled look on his face. "So, explain to me how you got to be a teacher's assistant. Isn't that usually a senior job?"

"It can be, Mr. Daniels," Peter stated, trying to imitate Professor Xavier, which came out sounding like a bad Patrick Stewart impression. "Because I had scored so high on the math portion of my placement test, it said I was best suited for senior-level math, but due to me not being a senior, and the fact that all senior-level math is booked up, I was given an assistant job until a vacancy occurs or until next year...whichever comes first. Cool, huh?"

"I think it would have been a bit more profound, 'Captain', if you dropped the accent," Scott said.

"Engage sarcastically-charged photon torpedoes, Number One," Peter said, using his normal voice.

* * *

Mr. Sinister's crimson eyes watched with increasing interest at the sight of one of his subordinates frantically typing away on a keyboard. He watched the typist, a female mutant that only went by Hacker, scan through several pieces of information from various sources on the Internet at a speed he did not think possible. Hacker's skills were limited but her ability to assimilate information, completely retain it and adapt it for other uses is what brought her to Sinister in the first place. When he found out that she was also a technical genius and a world-class computer hacker is what really sealed the deal. She was unique within Sinister's organization in that she hadn't been subjected to any type of mutant enhancement procedures.

Sinister could feel the presence of another in the cramped space that housed several thousand dollars worth of computer processors and monitors. "Everything good to go?" Sinister asked, keeping his attention on Hacker's process.

Harpoon let out a loud yawn. "Everything is on track, Boss. Gorgeous is ready to deliver his package but mine might be a bit difficult. Xavier's no slouch on the home security front. After all he gets his stuff from Stark. If this was Hammer, then no problem. Gonna have to wait for him to come out." The energy-spear throwing mutant then took notice of the young woman typing furiously on a computer. "Uh, whatcha lookin' for, Boss?"

Sinister let out a short chuckle. "Recent information on your mystery assailant."

Harpoon raised an eyebrow. "Any reason why? I mean, me and Hairbag took it to him, y'know."

Sinister's piercing gaze settled on Harpoon's face. His shark-like teeth came into view and the red jewel in the center of his forehead flashed briefly. Harpoon gulped and returned to looking at Hacker work. A tense few seconds drifted by before Sinister finally decided to speak.

"About a year ago, the _Daily Bugle_ began running stories about a night-time costumed vigilante. Sometime in August, the stories stopped. According to so-called eye-witness accounts, he could spin webs and stick to walls." A sneer came to Sinister's otherwise impassive face. "Sound familiar?" Harpoon chose not to speak and instead rubbed his chin. Sinister chuckled lightly and continued to speak. "I didn't put much stock into those stories but given that Hacker once came across a triple-encrypted SHIELD dossier on all of his activities, it made me a fan."

Harpoon seemed to catch on. "Given that ol' Nicky Fury has somethin' to do with a mutant superhero running around the Big Apple, there must be somethin' to it, right?"

"Indeed. He seems to have set up shop in Bayville for the time being. The interesting thing is that Xavier's equipment doesn't register him as a mutant during all the time he was active. Which got me thinking; if Xavier has a new student that has an unnatural mutation that his equipment didn't detect and this vigilante has never been detected by his mutant detector...?" Sinister's voice began to trail off.

"They're the same guy," Harpoon concluded. "Think Xavier knows?"

"If you had a secret identity, Harpoon, would you blab it to the world?" Sinister asked hypothetically.

"Guess not," Harpoon consented.

"Anything else on your mind?" Sinister asked.

"One last little detail, Boss." Harpoon cleared his throat and scratched at his beard. He picked up a folder that laid on one of the computer monitors and gave it a quick once-over. "I understand the need to get rid of Lensherr and Xavier's respective attack dogs, but why drag _this_ guy into the mix?"

Sinister laughed in a not-so-sinisterly way, which sounded even creepier to Harpoon's ears. "As much as I like to play all possible sides against each other, Harpoon, I take an even greater pleasure in making my enemies increasingly miserable and who better than a chatterbox of a psychopath who shares a similar origin?"

"And if this guy is as nuts as you say he is, why send Ruckus? Why not someone like Hairbag or Blockbuster?" Harpoon's voice didn't seem to carry any kind of empathy or sympathy, but it did convey a sense of morbid curiosity.

"Because Ruckus has yet to redeem himself in my eyes after that information leak," Sinister answered flatly. "If he lives, I'll forgive him. If not, we scatter his ashes over the Hudson. Either way, no skin off my nose."

"Mr. Sinister, you are without a doubt, the best boss ever." Harpoon picked up a small box at his feet and left the cramped computer room. He then zipped up his thick, black coat to better conceal the much thicker body armor underneath. As he made his way to one of various exits installed in Sinister's latest hideout, Harpoon muttered to himself, "I wonder how your job is going, Ruckus?" A sly smile came to his face. "Probably not all that well considering your luck, right?"

* * *

Ruckus tried to piece together the events that led up to him being knocked out and held over the side of a skyscraper somewhere in Los Angeles by his ankles. His assailant, a masked man clad in a garish red and black costume, had sheared off his long-flowing white hair and relieved him of his expensive purple coat. The worst part of this whole ordeal was that the assailant figured out how the mutant dampener he wore on his wrist worked and reversed engineered it to suppress his mutant power to emit devastating sonic screams instead of just hiding his mutant signature from Xavier's machine.

"What do you want with me?" Ruckus shouted. If his mutant power was in full effect, the side of the building would have been reduced to shattered glass and steel.

"Don't make me nervous," the assailant threatened. "I don't wanna drop you before I have my fun."

Ruckus stared at his attacker, the very man Sinister had sent him to find, and tried to assert whatever authority he had in the situation. "Please, pull me up. I have a package for you!"

"From Xavier?" the masked man asked, much to Ruckus' surprise.

"Uh...no. Someone else."

"Magneto?"

"No."

"Shaw?"

"No."

"Sinister?"

"How do you know about him?" Ruckus asked.

"I know because I know...and this business card I found in that fancy pimpin' coat of yours has his name on it. So, I guess you want me to pull ya up and we can discuss like civilized people?"

"Yes, if you don't mind." Ruckus could feel his heart beat return to normal.

"I would, but that would indicate that I'm a civilized human being. Being a mutant that takes enjoyment in the slaughtering of people for insane amounts of money doesn't exactly make me a civilized human being, does it?"

Ruckus could feel the gloved hands of his tormentor begin to go slack around his ankles. "Do you really want to kill me? I mean, am I really worth it?"

The masked man contemplated that for a good minute. "I drop you, you fall several hundred stories and go splat and I don't feel any different but I lose the package you sacrificed your hair to get to me. You jerk, how dare you use logic to make me spare you?"

Ruckus felt his body jerk as his tormentor flung him up onto the roof he was about to be dropped from. "Was that so hard?" the power-neutralized mutant asked.

"This better be worth it," the assailant said. "I got a building to blow up and make it look like it was done by an arsonist."

Ruckus gulped nervously and indicated to his coat that had been tossed aside. The masked man gave him a penetrating stare, that Ruckus thought was all the more scary given the mask he wore actually conformed to his face's expression. Ruckus's coat was rifled through in a most barbaric way as the "chatterbox of a psychopath" ripped it apart with his red-gloved hands. He finally stopped when he came across a brown package hidden in a hidden pocket, addressed to a W. Wilson.

"I got mail! Good for me!" The masked man's demeanor took on a more childish tone as he tore through the paper. "Cool! Betamax! Good thing I bought that Betamax VCR off eBay for a dollar. Who's the idiot now, TechnoLoser28?" He let out a triumphant laugh and fired off a few shots from one of the guns strapped to his thighs.

Ruckus took the spectacle in with nervous apprehension, considering that his tormentor for the last few minutes hadn't bothered to take his gun out of its holster before shooting it. After a few tense minutes, Ruckus cleared his throat. "Well, if that's all, I guess I should be going."

"I don't think so, Francine," the masked man said. Suddenly appearing before Ruckus, the mutant assassin pistol-whipped him with his recently fired gun. Ruckus fell on his face, eyes closed, and was dragged back over the edge of the roof by one hand. "Deadpool don't like to leave no prisoners if he can help it."

Ruckus' unconscious body swayed in the breeze of the harsh winds rising up the building. Deadpool's gaze fell to the tape in his opposite hand. His eyes shifted between Ruckus and the tape for several minutes.

"Tape, kill, tape, kill, tape, kill…Ah, screw it!" Deadpool shouted in frustration.

Ruckus awoke sixteen minutes later and found himself tied upside down by means of a thick gauge cable and hanging from a flagpole. He struggled against the cable, which only caused the thick bundling to dig into his skin. An incessant beeping noise got his attention. He looked to his wrist and saw that his power dampener had been reset. A sly grin came to Ruckus' face. He took a deep breath and emitted a loud, piercing scream. The cable that held him broke down at the molecular level and it snapped.

Once freed, Ruckus fell down the side of the building. With another, lower pitched scream, he caused a series of windows to break and shatter. His fingers snagged on one of the recently created ledges. Ruckus dragged himself into the building. He brushed off shards of glass and ran a gloved hand through his recently shortened hair.

"The things I do to stay alive," Ruckus said with a hint of disdain.

* * *

Wolverine gunned his bike around a steep turn, and nearly evaded an incoming SUV. He let out a frustrated growl and steadied his bike. "Crazy driver," he muttered. "Hmm, gonna have to get the engine adjusted. Seems a little slow on the pickup." He was currently on a small stretch of highway, just outside Bayville. He needed a chance to clear his head and if Storm could take off for a week in Africa starting this morning, then he could spend a few hours on a highway going nowhere. _Besides_, he told himself, _I need my head as clear as can be when it comes time to test Parker again_.

Wolverine's enhanced hearing picked up a rather odd sound. It was a strange, high-pitched whistling sound. Flashes of blue energy rained down around him, chewing up pieces of the small road. Wolverine pulled his chopper in a sharp skid and came to a stop. The barrage of energy ceased and then resumed with an increased fervor. The feral X-Man extended his claws and took some swipes at the incoming missiles. Upon impact, the spears exploded into bursts of blue fire.

"All right, come out now and make it easy on yourself!" Wolverine threatened.

A dark haired, bearded man clad in a black overcoat stepped over the horizon. "You're the best at what you do, eh? Let's see if that's true." Harpoon cracked his knuckles and a set of electrified blue spears of energy erupted from the exposed skin on his forearms.

"Anyone tell you that you kinda look like Black Tom Cassidy?" Wolverine taunted.

"It's the beard, isn't it?" Harpoon retorted. He launched the spears he had at the ready and Wolverine tore through them with his adamantium claws. "Okay, new strategy."

Wolverine could feel his claws heat up with each successive strike against the energy lances. He leapt off the bike, ditched his helmet, and charged for Harpoon, a feral growl in his throat. Having quickly closed the distance, the claws on his left hand dug through Harpoon's coat and tore out a decent chunk of his hidden armor. Wolverine was ready to drop his opponent, but instead opted to stagger backward when he heard a wet sound. He felt a searing pain in his gut.

"Hurts, don't it?" Harpoon taunted.

Wolverine looked down and saw an energy lance had been shoved through his stomach and was still connected to Harpoon's arm. A dangerous gleam came to Wolverine's exposed fang-like teeth. A second lance slammed through Wolverine's body, just below his ribcage. He could feel the skin in the area begin to boil and singe like a tender piece of meat on a barbeque.

"You really _are_ tough!" Harpoon said. "And here I thought it was all hype."

"You just wait until I get my claws on ya," Wolverine threatened, "then you'll see just how tough I am."

"That sounds quite painful and I simply abhor violence." Harpoon had a third lance pierce Wolverine, this time from his other arm and had it tear through his shoulder.

This latest spear had impacted a section of Wolverine's adamantium skeleton and the heat began to spread to his neck. His skin began to boil and turn an unnatural red coloring.

"You're startin' to sweat there, Logan. For someone of your age, you really need to take it easy." Harpoon plastered his face with a devious grin and cranked up the heat on his spears.

Wolverine growled and with a firm kick to Harpoon's face, the spears were forcibly removed from his body as their creator tumbled down the road. Harpoon got woozily to his feet and readied another round of energy spears. The X-Man took stock of his opponent and groaned slightly as the wounds in his gut and shoulder began to rapidly heal. The boiled sections of his skin would have to cool down before they could heal.

_This guy's a long-range fighter but if I get too close, he can stick me like a pig,_ Wolverine thought. _So how do I take 'im down without suffering too badly?_

Harpoon swayed dizzily on his feet. _Whoa. Either I've spent too much energy or that boot to the face did more damage than I thought_.

The two mutants charged each other, their respective spiked weapons at the ready. Harpoon felt an intense jagged pain rip through his gut at the same moment his energy lances stopped just short of piercing Wolverine through his chest.

"Y'ever been disemboweled?" Wolverine taunted. "It hurts like hell and it'll do some strange things to your intestines, that is _if_ you survive."

"Screw you, X-Man!" Harpoon growled, his spears dissipating. Blood seeped through the hole in his stomach and he felt even woozier. "Whoo, I feel dizzy."

Wolverine retracted his claws and Harpoon fell to his knees. The X-Man grabbed his opponent by the neck and hoisted him up to his eye level.

"Spill it, pal," Wolverine said. "Whaddaya want with me?"

"Package for ya," Harpoon gasped. He produced a small box from his coat and shakily handed it to a confused Wolverine, who gave it a through sniffing. Detected no explosives or hallucinogens on the box, he set it down.

"All that for a box?" Wolverine asked. "Why?"

"Because I'm a cruel and sadistic bastard who gets off on causing people pain," Harpoon groaned.

Wolverine dropped him and got back on his bike. "If I see you again, I'll do more than stab ya in the gut. You hear me?"

"Got it." Harpoon let out a strangled groan as Wolverine sped off on his bike. "Jerk." He scrambled to his feet and spat out some blood. He pulled a small device out one of his jacket pockets and pressed a series of buttons on it.

A few minutes later, the SUV that nearly hit Wolverine came back up the street. The driver, a young woman with dark, and purple striped, hair, leaned out the window. "Hey baby," she said in a mildly seductive voice. "Them wolverines are ferocious, ain't they?"

"Happy to see you too, Arc," Harpoon said, clutching his side. "Enjoy the show?"

"Eh, it was all right. So tell me, Kody, why should I let you bleed all over my freshly cleaned upholstery?"

"Well, Senorita Sontag," Harpoon said with noticeable disdain, "if you don't let me in and have Sinister's doc do that voodoo they do so good, then I'll die from blood loss and your work load for this weekend increases. Do you really want that?"

Arc let out a strangled growl through clenched teeth. "Get that bleeding carcass of yours in before somebody sees you."

Harpoon did as he was told. "You're a saint, Arclight, you really are."

The SUV drove away, at a speed that was above the speed limit but not enough to get them pulled over.

* * *

The Danger Room training session came to a halt on the simple basis that the team accomplished their goals. Wolverine was quite surprised at the results. _Parker just might be a team player after all_, he thought to himself. Wolverine pressed a button on the command console as he spoke into a microphone. "Congrats, Parker. Get ready for the hard stuff."

The holographic simulation of a destroyed New York City reoriented itself into the Danger Room's pristine steel walls. The X-Men slumped to the floor, with the exception of Scott and Peter.

"Looks like you'll be running training sims with us, Pete," Scott said, "especially since you didn't use Evan as a human shield this time."

"Yeah, well, I think I have a long way to go before I'm recognized as an official X-Man," Peter replied.

The mutant teens, and the not-so-mutant one, filed out of the Danger Room, stretching, groaning and other activities to loosen their joints and relieve their pain. Jean, meanwhile, wore a worried expression.

"What's wrong, Jean?" Kitty asked. "You look like you came in second in a science fair or something."

"Kevin still hasn't woken up yet," the red-haired telepathic replied. "He's been asleep since Friday night and we still don't know why he came here."

"Didn't the Professor say that Kevin will wake up when his powers have stabilized somewhat?" Peter said.

"So, like, what's your point?" Kitty asked.

"Well," Peter continued, "since he's a raw telekinetic, his powers would need more time to stabilize than Jean's would in a similar circumstance given that he probably has such a massive amount of power at his disposal, considering who he's related to."

Jean digested the information and replied with, "You've been reading some of Professor Xavier's books on the subject, haven't you?"

"Guilty," the wall-crawler said with a big grin.

* * *

The silence was beginning to get to Arclight as she and Harpoon trotted down one of numerous hallways in Mr. Sinister's latest hideout. The damage done to Harpoon was quickly taken care of by Sinister's crack medical team. The quietness was getting to Arclight and she decided to break it.

"So you're an American raised by an Inuit tribe because your parents died in a freaky blizzard?" she asked.

"Basically," Harpoon said. "The way I hear it, the plane went down as we were headin' home and the local tribe took pity on me. Thus, they raised me as one of their own. Taught me how to fish with a spear and when I turned 16, I left for America. Ran into Sinister two months later. That was about ten years ago. Time flies when you work with people who are more twisted than you."

"So is it Inuit tradition that you leave home by sixteen?" Arclight asked.

"Nah. The Wendigo showed up and massacred the tribe. I was spared because I didn't have Inuit blood."

"What's a Wendigo?"

"A supernatural creature that can be summoned to the earthly realm to destroy ones enemies by committing cannibalism or some other unholy act," Harpoon rattled. "I don't know all the details, considering they didn't like too talk about it, but I _do_ know that it was a big white, furry creature with a long tail."

Arclight fixed him with an incredulous expression. "How about we talk about something else?"

"Care to make it quick? My gut is still kinda burning."

"What the hell is Sinister planning that requires us to attempt to free the Juggernaut?"

"Hell if I know. If I had all the answers, do you really think he woulda sent me after Wolverine just to deliver a package?" Harpoon couldn't help but laugh.

"Good point." Arclight snickered. "I wonder if Gorgeous George made out all right."

"I'd like to think so," Harpoon said. "After all, he's a six-foot tall dude made outta tar. What's the worst that Creed can do to him anyway?"

They came to a door and opened it. A man composed of some strange black and purple gunk stood off to the side and appeared to be putting himself back together again, considering he was missing an arm and his head was split in two. "Bloody animal!" he cursed. "Next time I'll teach him what it means to mess with Gorgeous George."

"Sure ya will, mate," Harpoon said, imitating George's Cockney accent.

George's body sprouted a replacement arm and the split in his head quickly mended itself. "Good as new."

"Nice to know that you survived your encounter, Harpoon." Ruckus made his presence known, sporting a new, more angular hair cut.

"Nice 'do, Ruckus," Harpoon said. "You look a lot less like a girl now."

Arclight and George burst into loud laughter. They quickly stopped when Sinister suddenly appeared. "We have business to attend to," was all he said.

* * *

As night encroached on the X-Mansion, Wolverine decided to take the time and see what his mystery assailant had risked his life to hand to him. He tore through the package, revealing a pristine VHS tape. Wolverine found it a bit odd but ignored it. He popped the tape into the VCR that was integrated into his TV.

"If this is blackmail material, this guy obviously doesn't know the concept," Wolverine muttered.

Discordant images broke out on the screen, followed by strange noises. They were high-pitched and caused him to grind his teeth. Wolverine covered his ears but the noise appeared to penetrate straight into his brain. A guttural growl escaped from his throat.

"_Is he damaged?"_ a voice said in his head.

"_He put up quite a fight when our boys took him down,"_ another voice replied. "_Nothing too serious, Professor."_

"_Then begin the adamantium feed,"_ the first ordered.

Wolverine let out a blood curdling howl of anguish.


	18. Sinister Plannings

Mister Sinister took stock of his Marauders, or Nasty Boys as they preferred to call themselves. "You all have your assignments. Any questions?"

A muscle-bound, gray skinned mutant, wearing only a pair of torn jeans, raised his hand. "I got a question, Boss."

"Yes, Blockbuster?" Sinister asked, with a roll of his eyes and a weary sigh.

The hulking mutant, now smiling, cleared his throat. "Exactly how are me and Hairbag supposed to steal this...gamma thingy from Stark? He's got ex-commandoes on his payroll from organizations we ain't never heard of."

Sinister answered after a pensive pause, reciting his response as if from a TelePrompTer. "Anthony Stark is opening his doors to certain people of the scientific community, and prodigies in the tri-county area, to overlook some of his company's latest innovations this Friday night and possibly to ensnare any hopeful interns and/or employees in the near future. Security should be lax, given that Stark's 'very scary' head of security is currently enjoying a Hawaiian vacation, but if it will make you feel any better; Arclight, contact your friend and make arrangements to provide them with enough of a distraction to steal the...gamma thingy." A disgusted look came across Sinister's face, having finally been reduced to say the word "thingy." Once the look passed he asked, "Any new business we need to address?"

The gathered mutants looked at each other then back to Sinister, and answered him with an unanimous shrug.

"No? Well, then, let's hope it all comes together without a hitch."

Sinister's cronies filed out of the room, whilst mumbling about their various assignments for the next few days. As soon as they left, the ethereal form of Emma Frost appeared at Sinister's side.

"All this work just so Mystique can hack into Xavier's computer," Emma said, her voice reverberating. "This seems to be a bit more...charitable then I'd expect from _you_."

Sinister chuckled evilly. "Who said I was doing this just for her?"

* * *

Swinging over the city, Spider-Man took an absent stock of the street below. His mind was preoccupied with something else, mainly the idea of telling Professor Xavier and his new-found friends what he did at night, and practically every night since he obtained his powers. He knew he could trust them but would they understand if he didn't have to tell them the whole story?

_After all, they didn't go out in public in _their_ snazzy suits on a daily or nightly basis fighting other super-powered weirdoes or armed thugs,_ the wall-crawler thought sardonically.

There was also that fear that Xavier would put a stop to his vigilante lifestyle or send him back to Midtown with a slight attitude or mental adjustment. He continued to swing over downtown Bayville with a bit more attention than before. After passing by the same billboard advertising holistic health care by a guy calling himself "Doctor Strange" for the fifth time, Spider-Man decided to call it quits.

"This place is way too quiet for my tastes," he muttered, "but knowing my luck, that is about to change...right about now." His spider-sense buzzed to life and he quickly let go of his web line and landed on a nearby building. Metallic shrapnel and shards of glass came rocketing from the street below, raining down where the red-and-black costumed hero was seconds before.

The wall-crawler looked around and his eyes settled on an overturned armored car in the middle of the road. A few feet away, he spied a group of thugs moving large quantities of moneybags into a beat up old van.

"Sometimes I hate being right," Spider-Man said with a shake of his head. "Oh, well, could be fun." With a resolute sigh, the teen hero fired a web line and sprang into action.

* * *

Deadpool felt groggy. It was either the many street lamps that decorated the sides of the road he passed, the stench of stale pizza and old beer in the backseat of the delivery van he stole, or quite possibly it was the after effects of the tape he watched that afternoon.

"_I think I'm bein' brainwashed,"_ he had said while the tape ran its course. _"Cool!"_

Deadpool didn't remember much about what happened after he watched the tape but what he could recall is that he apparently shot up a Chuck E. Cheese-type establishment and pistol-whipped the costumed mascot that greeted him for some reason. If the kids cried at his antics, he didn't care. He was used to it by now.

As he continued his trek to the place indicated within the tape's brainwashing material, voices from his past began to flood his head.

"_Yuriko-san doesn't believe that our adamantium bonding procedure could work, Mr. Wilson,"_ the first voice said. _"Why don't you...convince her?"_

"_That friend of yours, Castle, is asking too many questions, Wade,"_ a second voice said. _"I suggest you dispose of him."_

"_Assassinate the president, convict the dude in the book depository with irrefutable evidence, and implicate the guys on the grassy knoll in some kinda conspiracy that may or may not exist?" _Deadpool's own voice chimed in._ "Sounds cool. I'm in!"_

The masked man's neck began to jerk. "Man, my brain feels likes it's on fire…even more so than usual. Need distraction!" A gloved finger stabbed at the van's radio for a few minutes until a woman's voice came over the speakers, delivering a news report.

"In other news, a building in downtown L.A. has been demolished and according to investigators, the cause was...arson!" The newswoman's voice took on a more dramatic tone as she continued her report, which the mercenary tuned out.

Deadpool chuckled deviously to himself. "I'm the man now, dog." He was oddly quiet for a few seconds as he came to realization about himself. "Taskmaster's right. I spend _way_ too much time on the Internet. Furthermore, why do I keep talking to myself?" As if on cue, he answered himself. "Because you got no friends, everyone hates you and you resort to stealing pizza delivery vans from guys named Weasel who still live with their mothers. Could be worse though. You could still be a video game programmer." He chuckled and added, "_Legends II_ reference."

The merc with a mouth stabbed a few more buttons on the radio and stopped when a rock tune came over the speakers. He thought he recognized it as it went on.

"_Planning his vengeance that he'll soon unfold…_" the radio blared.

"I believe the joke has run its course," Deadpool muttered and turned the radio off. After a few seconds of uncomfortable silence, he turned it back on. "It's a good song," he sighed. He bopped his head to the beat and imitated the song's iconic guitar solo as best as possible. When it was over, he shut the radio off and his boredom seeped back in.

"Uh, Mr. Wilson, can I go now?" came a voice to Deadpool's right.

The mercenary looked to the passenger seat and noticed that it was occupied by a skinny guy in an ill-fitting plaid shirt and torn jeans. It took him a few seconds to realize that this was the pizza delivery guy whose van he had stolen.

"Oh, sorry, Weasel. Didn't realize you were still here." Deadpool brought the van to a screeching halt, which caused the the passenger side door to fling open, due to a faulty locking mechanism, and forcefully kicked the young man out onto the road.

"Tell your mom I said hi!" the merc yelled as the van took off again.

Weasel, stumbling along and holding his side where a size ten boot had kicked him, looked around and saw a sign in the distance. As he headed for it, his heart sank when the lettering came into view. All it said simply was, "Welcome to Canada, eh?"

* * *

Spider-Man carefully observed his handiwork from the dark alley near the armored car. The would-be robbers, having easily cleaned out an electronics store beforehand, thought hitting the armored car that sped by as they made their getaway would be just as effortless, until they encountered Spider-Man. They may have had automatic weapons, a shotgun and a couple of handguns, but they were simply outclassed by the hero's speed and agility. That and they used their remaining explosives to disable the armored car.

The robbers, six in total, were strung up on a nearby lamppost. The sight brought back a small nostalgic memory for the wall-crawler. After all, the image of Eddie Brock hanging upside down from a flagpole just didn't go away anytime soon.

The cops eventually showed up, responding to a noise complaint of all things, and after much trial and error, managed to cut the crooks down. They were escorted into a squad car and Spider-Man could over hear one of the crooks mention a "freaky-bendy weirdo with big bug eyes." Chuckling to himself, the web-slinger fired a web-line and swung away.

"I take it back, this town's got plenty of excitement. Although sometimes I wonder what some of my old 'buddies' are up to," he mused aloud.

Loud pounding resonated within the ears of Max Dillon. His eyes twitched and a growl escaped his lips until he finally couldn't take it anymore. "Will you knock that off, you moron?!" he screamed at the occupant of the opaque glass-encased cell next to his own enclosure.

* * *

The pounding stopped, a switched clicked, the glass turned clear, and the beady eyes of a man wrapped in a gray suit of armor resembling a rhino's skin turned in Dillon's direction. He rose to his full height of 6'5", causing his adamantium horn to dig into the ceiling. He would have strangled Dillon if not for the unusually thick sheet of glass-like material that separated them.

"What'd you say to me?" the man asked, flexing his massive muscles in intimidation. The Rhino's awe-inspiring physique didn't faze Dillon in the least.

"Every day you pound and pound at that wall, O'Hirn, and since I can feel the reverb in my head caused by my powers being used to prevent you from breaking it, I have a really _big_ problem with that!" Dillon explained, indicating a metal wire wrapped around his arm that hooked into a nearby electrical socket.

"Look, you little wuss, if I have to be stuck here in this glass cage with you in some secret government prison, I intend to spend it getting out," Rhino retorted. "So, if you'll excuse me…"

The muscle-bound cretin went back to smashing at his cell. Dillon growled as he felt the strain of his electrical powers resisting against Rhino's vicious assault. He ran a hand through his recently re-grown brown hair and an idea came to him.

_I didn't name myself Electro for nothin', ya know_, Dillon thought.

He snapped his fingers and an electric bolt surged from the cell's glass shield and struck Rhino's horn. The bolt of electricity traveled through the suit and blasted his unprotected skin. The big man was thrown back with a surprised groan.

Dillon cackled in triumph. "I'll say one thing for the wall-crawler, his methods certainly work."

A frustrated groan echoed from a cell across from Rhino's and Electro's.

"It's bad enough being stuck in this S.H.I.E.L.D. facility but you two are certainly taxing my patience in ways I thought not possible," declared a German-accented voice. Unlike Rhino's or Dillon's glass-encased cells, the new speaker was enclosed within a solid metal chamber with only a slit to see the eyes of its prisoner, which were hidden still by a pair of wrap-around sunglasses.

"Oh, no, the German cephalopod is talking to me again," Dillon said in false terror. "If it weren't for the powerful magnetrons in place, his shiny tentacles would stretch over here and beat me up."

Doctor Otto Octavius retorted with another frustrated groan. "One of these days, Dillon, that armored-skinned brute or I will get out and subject you to a series of excruciating punishments for all you're mocking. I hope you remember that."

Elector scoffed. "Yeah, right. Remind again how that wall-crawling loser took you two down. Something about high-powered electric discharges?"

"At least we weren't stupid enough to accept a dare to repair a downed power line during a dangerous electric storm," Octavius retorted with an obvious grin.

Dillon's rage began to boil over at the mention of how he obtained his powers and the limited lighting in the prototype S.H.I.E.L.D. prison facility began to short out and dim in response. Pulsating bursts of energy accumulated in Electro's hands and he was prepared to unleash them. A loud, reverberating echo caught his, Rhino's and Octavius' attentions.

"Gargan's up," Rhino said, and the three villains quieted down. After all, no one annoys the one guy who came closest to taking out the wall-crawler if they knew what was good for them.

* * *

After a few more circuits around Bayville, Spider-Man really was ready to call it a night. Sometimes he wished he could do his superhero routine during normal hours, given that unlike Daredevil, he wasn't much of a night owl.

_Kinda ironic, considering he fought a guy named "The Owl" a few months ago,_ he thought. _Wait, is that ironic or just weird? Oh, well._

Stifling a yawn, the wall-crawler extracted his backpack from behind the Doctor Strange billboard and changed into his street clothes. With a quick slid along the building the billboard was attached to, Peter Parker quickly made his way to the Xavier Institute, running at full speed on an otherwise empty street. Coming upon the mansion's darkened driveway, Peter took a jumping leap over the imposing gate, nearly missing the sharp spikes that adorned it.

"And Parker sticks the landing!" Peter announced. "But will it be enough to win him the gold?" He chuckled to himself. "Well, that was fun." He then let out an exhausted breath. "I gotta stop doin' that or I'm gonna throw up."

Upon entering the mansion, Peter felt a little uneasy. His nerves seemed to be on edge but his spider-sense wasn't responding yet. Taking a few uneasy steps around the main room, he started to calm down.

_Must be the adrenaline working its way out_, he thought. _Yeah, keep telling yourself that._

Swiping away some errant beads of sweat from his forehead, Peter made his way to the stairs. Before taking the first step up, his spider-sense flared to life. He looked up and saw a shadowy figure dangling from the chandelier. A guttural growl emanated from the figure's throat and three metal claws extended from both of his hands.

"Ah, crap," Peter muttered as an enraged Wolverine took a diving leap at him.

* * *

Magneto surveyed the damage that was done to his base. Computer consoles were ripped apart, the mutant dampener that blocked Xavier's precious Cerebro from finding him and his team was heavily damaged and two of his three recruits were seriously injured.

"I haven't experienced a beat down like that in a long time," Gambit said, rubbing at a sore spot on the back of his skull. "I think ol' Sabretooth used to be a pro wrestler."

Pyro fell to the floor when the wires that were used to suspend him from the ceiling finally gave out. He grunted and said, "Good thing my costume's padded, or else that would have really hurt." He then whimpered, "My spine hurts!"

Colossus approached his fellow Acolytes with Pyro's exploded fuel tank wrapped around his neck. Except for a few charred spots on his metallic face, he didn't appear to be injured. "I believe this is yours." The Russian mutant dropped the metal piece of junk on Pyro's head, eliciting a whimpering cry.

Magneto watched his new team argue back and forth, tuning out their childish insults. _So, Victor, just what was it that set you off on your little meltdown?_ the Master of Magnetism thought.

With a wave of his hand, all the damaged metal at his feet cleared away. Within the wreckage, Magneto found a video tape with an etched "X" emblazoned on it. "Curious," he said, picking it up. The tape suddenly crumbled to dust. "Even more curious."

* * *

Gleaming adamantium claws came closer and closer to shearing the brown hair off Peter's head. The acrobatic teen ducked and dodged as best he could, but the narrow hallway at the top of the stairs didn't offer enough room for him to take full advantage of his agility.

"Can't we talk about this?" Peter asked. Given that his usual arsenal of wisecracks and annoying jokes only stemmed to make Wolverine more irritated, he opted for genuine concern. Unfortunately, it wasn't working either.

Wolverine growled in response. He dove at Peter, claws fully extended. Peter dropped onto his back as the feral mutant flew over him, and quickly leapt to his feet as Wolverine crashed to the floor, his claws digging into the carpeting. Peter flipped onto the railing as Wolverine got to his feet.

"Wilson!" Wolverine roared.

To say Peter was confused would be an understatement. His attention was diverted enough not to notice his spider-sense buzzing until it was too late. Peter leapt back, hoping to put some distance between them, as the enraged Wolverine took a swing at him but it wasn't enough.

Three metal claws dug into his shoulder as he began his jump, drawing a thin spray of blood. It took most of Peter's concentration to keep his feet clinging to the railing. The other three quickly impaled Peter's upper thigh, drawing even more blood. Wolverine howled in triumph and kicked the injured teen over the railing, dislodging him from his claws. Peter suddenly crashed to the main floor, landing with a harsh crack on his back.

"My back, my back," Peter groaned. _I stashed my web-shooters because _why_?_

The floor shook upon Wolverine's bare feet impacting it. The feral mutant was now standing over Peter, his claws and fangs glowing in the faint light coming from outside.

"Can't we be reasonable about this?" Peter asked, trying not to cry out in pain.

Wolverine growled and was ready to stab the injured teen's heart. Before the blades could sink into the teen's chest, he was suddenly wracked with an intense headache. He howled like a wounded animal as unpleasant memories from his past flooded past his eyes, along with voices nearly long forgotten pounding in his ears.

_"He will attack his target and remember nothing,"_ said an authoritative voice.

_"Yes, but will he kill without hesitation?"_ asked a second voice in a threatening demeanor.

_"He will after this next battery of tests, Colonel Stryker,"_ answered the first voice.

_"Excellent, Professor,"_ the second voice said.

Wolverine stopped howling and said in an eerily calm voice, "Weapon X." He stepped over Peter's prone body and cut a swatch through the mansion's main door.

Peter wore a rather confused expression at the X-Man's sudden departure. The sound of the X-Van's engine roared to life and he could hear the armored vehicle's tires peeling out.

"Okay, that was weird...even for me," Peter said. He tried to stand up but the pain in his back and leg caused him to flop onto his stomach. "Ow."

* * *

Shaw tapped impatiently at the armrest of his chair. Being asked to meet with one of Sinister's cronies in the dead of night was an easy way to irritate him. "So tell me, what reason is there for me to interfere with Sinister's shopping spree at Stark Enterprises, anyway?" he asked after a few minutes.

Ruckus gritted his teeth. "You hate Sinister as much as I do."

"Perhaps, but I'm not stupid enough to actually get in the way when he sets his blood-pumping organ on something." A thoughtful expression crossed Shaw's face. "He _does_ have a heart, right?"

"We think he removed it," Ruckus answered curtly, not in the mood to match wits with Shaw. "Will you help me?"

"Hmmm...no," Shaw replied bluntly. "The last time you and I talked resulted in your employer paying me a rather unpleasant visit. Why should this time be any different?"

Ruckus leaned in close to Shaw's face. "What if I could put an end to your arrangement with Sinister?"

"I'm listening, but back up. Your morning breath is horrendous."

Ruckus, growling in annoyance, took a few steps back. "Sinister has a plan to utilize Xavier's computer to his own ends. With Sinister gone, Cerebro will be all yours."

Shaw took a sip from his brandy. "And how do you propose to commit this traitorous act? Last I recalled, Sinister's regenerative abilities exceed that of Xavier's guard dog…and the unstable madman that gave you your new haircut."

"It won't be a problem if we wait for the opportune moment," Ruckus said through gritted teeth.

"I'm still not convinced you have what it takes but I'll take it under advisement." Shaw stood up, an idea brewing in his scheming mind. "However, I have a better bargain to broker with you."

Ruckus watched him with a skeptic gleam to his eye. "What?"

"Considering Sinister is using Emma to spy on me, you'll do the same for my ends." Shaw finished his brandy and fixed his guest with an authoritative glare.

"I'm no one's tool," Ruckus said with a sneer.

"In exchange for you being my spy, I'll implement this coup d'état of yours when you feel the time is right, but Stark Enterprises is off the table, given that it most certainly will not be the opportune moment we both need," Shaw explained. "If these terms are not to your satisfaction, I'm sure you can ask someone else. Xavier perhaps, or Lensherr…maybe even that nice Mr. Wilson."

Ruckus growled. "Fine. I accept your terms."

"Excellent."

Ruckus left with a huff and a forceful kick of the oaken doors that enclose Shaw's private sanctum.

"No wonder they call him Ruckus," Shaw said.


	19. The Domino Effect

"How's the shoulder?" Beast asked his patient.

Peter groaned. "Better than my back. Any idea what happened?" He was currently only wearing his boxer shorts, much to his annoyance. _At least I got a chance to shower off the blood,_ he thought, running his hand through his damp hair.

"Logan attacked you in a feral rage without provocation and called you Wilson," Beast answered, while wrapping a thick gauze bandage around Peter's leg.

"Sounds about right. Any reason _why_?" the injured teen asked. "And don't tell me something I just told you."

Xavier entered the infirmary at that moment. "I wish I could tell you, Mr. Parker, but we just don't have that information…yet. Hank, when you're done putting your patient back together, take the Velocity and track down the X-Van. Wherever Wolverine is heading, I'm sure things may get out of control."

Beast nodded and left the infirmary. Xavier and Peter sat in a relative silence for a few minutes.

"So, uh, who's this Wilson guy anyway?" Peter asked.

"I don't know," Xavier replied. "But you must remind Logan of him if he called you that. What were you doing when he attacked you, anyway?"

"I was thirsty and needed a glass of water." Peter felt uneasy in his answer. Aunt May he could lie to but a telepath as powerful as Xavier was pushing it.

Xavier's eyes narrowed and said, "I see. Consider yourself fortunate. While in these…rages, Logan has been known to keep going to ensure his opponent stays down."

"Has something like this happened before?" Peter was suddenly worried

"Roughly a year ago," Xavier answered. "It didn't end so well."

"Can I go now?" Peter asked, his voice squeaking. "I'd like to get some sleep before school."

"Yes, of course," Xavier consented.

Peter left the infirmary with a slight limp.

_Whatever it is you are doing at night, Mr. Parker, I hope it's worth it,_ the Professor thought solemnly. He wheeled over to the other patient in the infirmary, the still unconscious form of Kevin Grey. He placed a hand on the blonde teen's forehead and emitted a psychic pulse. A smile came to Xavier's features.

"Mr. Grey, I believe it is finally time for us to make contact," was all he said.

* * *

Once back in his room, Peter collapsed on his bed. "This has been one weird week," he mumbled. "But it's gonna be worth it, come Friday. Stark Enterprises, here I come!"

His new alarm clock suddenly blared to life and the agile teen let out a frustrated groan. He got out of bed, and quickly changed into a T-shirt and jeans, walked out into the hall and nearly bumped into a drowsily pajama-clad Kitty Pryde.

"Hi, Kitty," he said as he headed for the kitchen.

Kitty's blue eyes lit up. "He called me Kitty!" she squealed.

"Never gonna happen," Rogue called out from their room.

"Shut up! You don't know that!"

Rogue just rolled her eyes, sighed and shook her head.

* * *

Arclight stood uneasily in the dark alley. She didn't like this cloak-and-dagger spy stuff but with a guy like Sinister signing your paycheck, you don't have much choice. The steel case in her hand made her palms sweat and the chilling air of a New York morning wasn't helping her nerves any.

"Where are you?" she asked the air around her, trying her best to hide her annoyance and anxiety. The last thing she wanted was to get mugged and have her case full of cash stolen. After all, the neighborhood was called Hell's Kitchen for a reason. As potent as was her ability to generate highly-focused shockwaves was, it wouldn't do her any good if she wanted to remain anonymous.

_Especially with Xavier upgrading his expensive toy,_ she thought. Although the dampener around her neck hid her from Cerebro, the chances of it detecting her increased on how many times she used her powers and how close she was. New York City was already too close for comfort for her.

Arclight let out a depressed sigh, that quickly turned into a surprised yelp when a gunshot rang out. She looked down and saw that her case had been removed from its handle, the bullet that did the job having bounced off a nearby garbage can and took out a nearby street light. The gun that housed the bullet was now lying at her feet.

"Nice shot, Dom," Arclight said venomously.

"I thought it was pretty good, too, Arc," replied a female voice. Out from the shadows, the speaker stepped forward, her bluish-white skin tone clashing with the black skintight bodysuit she chose to wear.

"I hate it when you do that," Arclight stated simply, picking up her case. "Honestly, Domino, must you show off like that?"

"Sorry, but I gotta keep my skills sharp, y'know?" To illustrate her point, Domino mimicked firing a gun. "So what's the job, anyway? Unless Wade's outta town, I usually don't get work from you."

"You'll be providing tactical support for us," Arclight explained. "All you gotta do is provide covering fire for Hairbag and Blockbuster as they steal a piece of equipment from Stark Enterprises."

"Those two morons?" Domino's tone had an edge of irritation to it. "If this was Ruckus and Kody, I'd understand. Those two can't get along worth crap. But HB and Buster? Those boys can handle it."

"The boss is worried that they may cause unnecessary collateral damage and you're being called in to ensure they get in and get out without too much interference." Arclight brushed an absent hair out of her face.

"So I'm providing a distraction too," Domino said with a roll of her eyes. "Great. Just great. And what am I gettin' out of this?"

Arclight opened the case and showed off its contents. Domino's dark blue eyes lit up.

"Wow!" was all she said.

* * *

"Did Logan really cut you up?" Rogue asked.

"Yes," Peter answered, shoveling a spoonful of cereal in his mouth. "Why do you keep asking?" he asked, after swallowing.

The Goth shrugged. "It just doesn't sound like the Logan I know. But then again, when the howling started we were smart enough not to get in his way." She took a sip of orange juice and followed that with a couple slices of bacon.

"Huh. Lucky me." Peter let out a pained sigh. "My shoulder's killing me, not to mention this limp is severely impacting my tough guy image."

Rogue stared at him and raised an eyebrow.

"Shut up," Peter replied to her unspoken statement.

The kitchen was relatively quiet for the most part, most everybody coming and going and picking up a couple slices of toast or anything ready to eat. Peter and Rogue continued their conversation, it somehow weaving to who would win in a fight between Wolverine and Chuck Norris.

"I just don't get it, how can he lose?" Peter asked. "He's got metal bones."

"Yeah, but Chuck Norris can bend adamantium with his rage," Rogue answered with a matter-of-fact tone. "Besides, Logan's Canadian. He wouldn't stand a chance even if he wasn't a mutant."

"For as much as you go on about how Wolverine is 'so cool' and that 'he's so tough', I'd thought you'd be rooting for him."

"But Logan doesn't endorse the Total Gym, now, does he?" Rogue stated.

"Fair enough." Peter finished the rest of his cereal, then guzzled the remaining milk in the bowl. Rogue stared at him and shook her head. "What?"

"_Must_ you do that?" she asked.

"No, but it's fun." A big grin stretched across the agile teen's face.

Rogue let out an irritated sigh and walked out of the kitchen, grabbing her backpack in the process. Peter shrugged and quickly followed suit.

* * *

Logan stumbled out of the bar, drunkenly with a bottle of cheap vodka in his hand. He woozily tried to get back to his Jeep but couldn't even get his keys out of his pockets.

"Stupid thing," he muttered. His sharp nose picked up the scent of gun oil and he turned around and spied a group of heavily armed and armored thugs surrounding him. "What do you want?"

The thugs didn't answer and opened fire on Logan. He ducked behind his car as the shots tore through it, reducing it to a jagged hulk of its previous self. When the shooting subsided, Logan jumped over the remnants of his Jeep and proceeded to beat and pummel the armored goons with all the rage he could muster. They all fell in crumpled heaps around him, except one. The only one in the group who didn't fire on him or took part in the melee.

A guttural growl came from Logan's throat. "Creed," he simply stated.

The remaining thug simply chuckled and cracked his knuckles. "Been a long time, runt. Glad to see your not _too_ soft." He took off his helmet and threw it to the ground, his feral features curved into a sneer.

They charged at each other and Creed slammed into Logan with enough force to knock him into the jagged remnants of his Jeep. Twisted metal shredded his skin, leaving gouts of blood all over his back. Logan was in an excruciating amount of pain, but nothing that he wasn't used to.

"Gotta love our healin' factors," Creed said, hoisting him off the wreckage. "I'm gonna enjoy killing you for days...but that's gonna have to wait." He then slammed Logan into the pavement, knocking him out. He took out a walkie-talkie and punched a code into it. "Got 'im, but are you sure about this? He could become...a big problem."

"I'll take that under advisement, Sabretooth," came a voice on the device. "You just worry about getting him here _without_ killing him."

"Yes, Professor." Creed then crushed the walkie-talkie and threw Logan into the back of an armored vehicle that pulled up.

* * *

Logan awoke in darkness, snarling and panting. Something was...off. He was sitting in an armored vehicle, that was covered in snow. He looked around and saw a pair of three claws protruding from his hands. The metallic weapons retracted into his hands with an audible _SNIKT!_ His disorientation subsided and it all came back to him.

He growled. "That stupid dream again. At least they're gettin' more detailed." He climbed out of the snow-covered X-Van and found himself in the parking lot of the bar from his hallucination. "No wonder it was on my mind. Whatever was on that tape, it certainly screws with your head."

Thinking of no other alternative, Wolverine headed for the bar. He could use a drink and if his sharp senses were right, there was an approaching snow storm heading for this little quaint Canadian tavern.

_Best to wait it out someplace where I can smoke,_ he thought with a smug grin.

* * *

**Author's Notes: **Sorry I took so long to update, True Believers. I know I promised to update before _Spider-Man 3_...and the less that's said about that, the better. Lately, I've been going through what I call Marvel Burnout, so just trying to keep up with the comics, movies and shows all drained me in ways I thought not possible. Well, that and I was having trouble trying to remember where I wanted this story to go. Anyway, all that aside, I hope to update this story more often.

BTW, if not for _Wolverine and the X-Men_, I never would have thought to put Domino in this story.


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